LETTER OF TRANSMITTAL
Published on March 6, 2001
LETTER OF TRANSMITTAL
6,000,000 SHARES
THE PNC FINANCIAL SERVICES GROUP, INC.
OFFER TO PURCHASE FOR CASH
ANY AND ALL OUTSTANDING FIXED/ADJUSTABLE RATE
NONCUMULATIVE PREFERRED STOCK SERIES F (CUSIP NO. 693475709)
AT A PURCHASE PRICE OF $50.35 PER SHARE
PLUS ACCRUED AND UNPAID DIVIDENDS
(FOR A TOTAL PRICE OF $50.392 PER SHARE)
THE OFFER AND WITHDRAWAL RIGHTS SET FORTH HEREIN EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON TUESDAY, APRIL 3, 2001,
UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is
MELLON INVESTOR SERVICES LLC
By facsimile:
(201) 296-4293
Confirm facsimile by
telephone ONLY:
(201) 296-4860
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.
You must sign this Letter of Transmittal in the appropriate space therefor
provided below.
YOU SHOULD READ THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL
CAREFULLY BEFORE YOU COMPLETE THIS LETTER OF TRANSMITTAL.
This Letter of Transmittal is to be used if certificates are to be
forwarded herewith or, unless an Agent's Message (as defined in the Offer to
Purchase) is utilized, if delivery of Series F Preferred Stock (as defined
below) is to be made by book-entry transfer to the Depositary's account at The
Depository Trust Company (the "DTC") pursuant to the procedures set forth in
Section 3 of the Offer to Purchase.
Lost Certificates
[ ] I have lost my certificate(s) that represented --------------- shares of
Fixed/Adjustable Rate Noncumulative Preferred Stock, Series F and require
assistance in obtaining replacement certificate(s). I understand that I
must contact the Depositary to obtain instructions for replacing lost
certificates. (See Instruction 9 of this Letter of Transmittal.)
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY
[ ] CHECK HERE IF TENDERED SERIES F PREFERRED STOCK IS BEING DELIVERED BY BOOK-
ENTRY TRANSFER TO THE DEPOSITARY'S ACCOUNT AT THE DTC AND COMPLETE THE
FOLLOWING:
Name of Tendering Institution
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Account Number
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Transaction Code Number
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Ladies and Gentlemen:
The undersigned hereby tenders to The PNC Financial Services Group, Inc.
(the "Company"), a Pennsylvania corporation, the above-described shares of its
Fixed/Adjustable Rate Noncumulative Preferred Stock, Series F (the "Series F
Preferred Stock"), at $50.35 per share plus accrued and unpaid dividends to but
not including the payment date of $0.042 assuming a payment date of April 5,
2001 (for a total price of $50.392), upon the terms and subject to the
conditions set forth in its Offer to Purchase dated March 6, 2001, and in this
related Letter of Transmittal (which together constitute the "Offer").
Upon the terms and subject to the conditions of the Offer and effective
upon acceptance for payment of and payment for the Series F Preferred Stock
tendered herewith, the undersigned hereby sells, assigns and transfers to, or
upon the order of, the Company all right, title and interest in and to all the
Series F Preferred Stock that is being tendered hereby (and any and all other
shares of Series F Preferred Stock or other securities issued or issuable in
respect thereof on or after the date hereof), or orders the registration of such
Series F Preferred Stock tendered by book-entry transfer that are purchased
pursuant to the Offer to or upon the order of the Company (and any and all other
shares of Series F Preferred Stock or other securities issued or issuable in
respect thereof on or after the date hereof), and appoints the Depositary the
true and lawful agent and attorney-in-fact of the undersigned with respect to
such Series F Preferred Stock (and all such other Series F Preferred Stock or
securities), with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest), to (i) deliver
certificates representing such Series F Preferred Stock (and all such other
Series F Preferred Stock or securities) or transfer ownership of such Series F
Preferred Stock (and all such other Series F Preferred Stock or securities) on
the account books maintained by the DTC, together, in any such case, with all
accompanying evidences of transfer and authenticity, to or upon the order of the
Company, (ii) present such Series F Preferred Stock (and all such other Series F
Preferred Stock or securities) for transfer on the books of the Company and
(iii) receive all benefits and otherwise exercise all rights of beneficial
ownership of such Series F Preferred Stock (and all such other Series F
Preferred Stock or securities), all in accordance with the terms of the Offer.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Series F
Preferred Stock tendered hereby (and any and all other Series F Preferred Stock
or other securities issued or issuable in respect thereof on or after the date
hereof) and that when the same are accepted for payment by the Company, the
Company will acquire good marketable and unencumbered title thereto, free and
clear of all liens, restrictions, charges and encumbrances and not subject to
any adverse claims. The undersigned will, upon request, execute and deliver any
additional documents deemed by the Depositary or the Company to be necessary or
desirable to complete the sale, assignment and transfer of the Series F
Preferred Stock tendered hereby (and all such other Series F Preferred Stock or
securities).
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned, and any obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned. Except as stated in the Offer, this tender is
irrevocable.
The undersigned understands that the valid tenders of the Series F
Preferred Stock pursuant to any one of the procedures described in Section 3 of
the Offer to Purchase and in the instructions hereto will constitute an
agreement between the undersigned and the Company upon the terms and subject to
the conditions of the Offer.
The undersigned recognizes that, under certain circumstances set forth in
the Offer to Purchase, the Company may terminate or amend the Offer or may
postpone the acceptance for payment of, or the payment for, Series F Preferred
Stock tendered or may not be required to purchase any of the Series F Preferred
Stock tendered hereby or may accept for payment fewer than all of the Series F
Preferred Stock tendered hereby.
Unless otherwise indicated under "Special Payment Instructions" of this
Letter of Transmittal (or below), please issue the check for the purchase price
of any Series F Preferred Stock purchased, and return any Series F Preferred
Stock not tendered or not purchased, in the name(s) of the undersigned and, in
the case of Series F Preferred Stock tendered by book-entry transfer, by credit
to the account at the DTC. Similarly, unless otherwise indicated under "Special
Delivery Instructions" of this Letter of Transmittal (or below), please mail the
check for the purchase price of any Series F Preferred Stock purchased and any
certificates for Series F Preferred Stock not tendered or not purchased (and
accompanying documents, as appropriate) to the undersigned at the address shown
below the
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undersigned's signature(s). In the event that both "Special Payment
Instructions" and "Special Delivery Instructions" are completed, please issue
the check for the purchase price of any Series F Preferred Stock purchased and
return any Series F Preferred Stock not tendered or not purchased in the name(s)
of, and mail said check and any certificates to, the person(s) so indicated. The
undersigned recognizes that the Company has no obligation, pursuant to the
"Special Payment Instructions," to transfer any Series F Preferred Stock from
the name of the registered holder(s) thereof if the Company does not accept for
payment any of the Series F Preferred Stock so tendered.
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SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 6 AND 7)
To be completed ONLY if the check for the purchase price of Series F
Preferred Stock purchased (less the amount of any federal income and backup
withholding tax required to be withheld) or certificates for Series F Preferred
Stock not tendered or not purchased are to be issued in the name of someone
other the undersigned.
Mail: [ ] check
[ ] certificates to:
Name:
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(PLEASE PRINT)
Address:
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ZIP CODE
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(TAXPAYER IDENTIFICATION NO.)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 6 AND 7)
To be completed ONLY if the check for the purchase price of Series F
Preferred Stock purchased (less the amount of any federal income and backup
withholding tax required to be withheld) or certificates for Series F Preferred
Stock not tendered or not purchased are to be mailed to someone other than the
undersigned or to the undersigned at an address other than that shown below the
undersigned's signature(s).
Mail: [ ] check
[ ] certificates to:
Name:
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(PLEASE PRINT)
Address:
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ZIP CODE
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(TAXPAYER IDENTIFICATION NO.)
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SIGN HERE
(Please complete Substitute Form W-9 below)
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Signature(s) of Owner(s)
Dated:
--------------------------, 2001
Name(s)
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(Please Print)
Capacity (full title)
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Address
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(Include Zip Code)
Area Code and Telephone Number
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(Must be signed by registered holder(s) exactly as name(s) appear(s) on share
certificate(s) or on a security position listing or by person(s) authorized to
become registered holder(s) by certificates and documents transmitted
herewith. If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, agent, officer of a corporation or other person acting in a
fiduciary or representative capacity, please set forth full title and see
Instruction 2, below.)
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED; SEE INSTRUCTIONS 1 AND 2)
Name of Firm
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Authorized Signature
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Dated: ----------------------, 20----
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW
ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the Series F
Preferred Stock tendered hereby, the signature(s) must correspond with the
name(s) as written on the face of the certificates without alteration,
enlargement or any change whatsoever.
If any of the Series F Preferred Stock tendered hereby is held of record by
two or more persons, all such persons must sign this Letter of Transmittal.
If any of the Series F Preferred Stock tendered hereby is registered in
different names on different certificates, it will be necessary to complete,
sign and submit as many separate Letters of Transmittal as there are different
registrations of certificates.
If this Letter of Transmittal is signed by the registered holder(s) of the
Series F Preferred Stock tendered hereby, no endorsements of certificates or
separate stock powers are required unless payment of the purchase price is to be
made, or Series F Preferred Stock not tendered or not purchased is to be
returned, in the name of any person other than the registered holder(s).
Signatures on any such certificates or stock powers must be guaranteed by an
Eligible Institution (as defined in Instruction 2).
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Series F Preferred Stock tendered hereby,
certificates must be endorsed or accompanied by appropriate stock powers, in
either case, signed exactly as the name(s) of the registered holder(s) appear(s)
on the certificates for such Series F Preferred Stock. Signature(s) on any such
certificates or stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal or any certificate or stock power is signed
by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and proper evidence satisfactory to
the Company of the authority of such person so to act must be submitted.
2. Guarantee of Signatures. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by a financial
institution (including most banks, savings and loan associations and brokerage
houses) that is a member of a recognized Medallion Program approved by The
Securities Transfer Association, Inc., including the Securities Transfer Agents
Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) and the
New York Stock Exchange, Inc. Medallion Signature Program (MSP) or any other
"eligible guarantor institution" (as such term is defined in Rule 17Ad-15 under
the Securities Exchange Act of 1934, as amended) (each an "Eligible
Institution"). Signatures on this Letter of Transmittal need not be guaranteed
(i) if this Letter of Transmittal is signed by the registered holder(s) of the
Series F Preferred Stock (which term, for purposes of this document, shall
include any participant in the DTC whose name appears on a security position
listing as the owner of Series F Preferred Stock) tendered herewith and such
holder(s) have not completed the instruction entitled "Special Payment
Instructions" on this Letter of Transmittal or (ii) if such Series F Preferred
Stock is tendered for the account of an Eligible Institution. See Instruction 1,
above.
3. Delivery of Letter of Transmittal and Series F Preferred Stock. This
Letter of Transmittal is to be used either if certificates are to be forwarded
herewith or, unless an Agent's Message is utilized, if delivery of Series F
Preferred Stock is to be made by book-entry transfer pursuant to the procedures
set forth in Section 3 of the Offer to Purchase. Certificates for all physically
delivered Series F Preferred Stock, or a confirmation of a book-entry transfer
into the Depositary's account at the DTC of all Series F Preferred Stock
delivered electronically, as well as a properly completed and duly executed
Letter of Transmittal (or in the case of a book-entry transfer, an Agent's
Message) and any other documents required by this Letter of Transmittal, must be
received by the Depositary at one of its addresses set forth on the front page
of this Letter of Transmittal by the Expiration Date.
THE METHOD OF DELIVERY OF SERIES F PREFERRED STOCK AND ALL OTHER REQUIRED
DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER.
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No alternative, conditional or contingent tenders will be accepted, and no
fractional Series F Preferred Stock will be purchased. By executing this Letter
of Transmittal, the tendering shareholder waives any right to receive any notice
of the acceptance for payment of the Series F Preferred Stock.
4. Inadequate Space. If the space provided herein is inadequate, the
certificate numbers and/or the number of Series F Preferred Stock should be
listed on a separate schedule attached hereto.
5. Partial Tenders (not applicable to shareholders who tender by book-entry
transfer). If fewer than all the Series F Preferred Stock represented by any
certificate delivered to the Depositary are to be tendered, fill in the number
of shares of Series F Preferred Stock which are to be tendered in the box
entitled "Number of Shares Tendered." In such case, a new certificate for the
remainder of the Series F Preferred Stock represented by the old certificate
will be sent to the person(s) signing this Letter of Transmittal, unless
otherwise provided in the appropriate box on this Letter of Transmittal, as
promptly as practicable following the expiration or termination of the Offer.
All Series F Preferred Stock represented by certificates delivered to the
Depositary will be deemed to have been tendered unless otherwise indicated.
6. Stock Transfer Taxes. The Company will pay any stock transfer taxes
with respect to the sale and transfer of any Series F Preferred Stock to it or
its order pursuant to the Offer. If, however, payment of the purchase price is
to be made to, or Series F Preferred Stock not tendered or not purchased is to
be returned in the name of, any person other than the registered holder(s), or
if a transfer tax is imposed for any reason other than the sale or transfer of
Series F Preferred Stock to the Company pursuant to the Offer, then the amount
of any stock transfer taxes (whether imposed on the registered holder(s), such
other person or otherwise) will be deducted from the purchase price unless
satisfactory evidence of the payment of such taxes, or exemption therefrom, is
submitted herewith.
7. Special Payment and Delivery Instructions. If the check for the
purchase price of any Series F Preferred Stock purchased is to be issued, or any
Series F Preferred Stock not tendered or not purchased is to be returned, in the
name of a person other than the person(s) signing this Letter of Transmittal or
if the check or any certificates for Series F Preferred Stock not tendered or
not purchased are to be mailed to someone other than the person(s) signing this
Letter of Transmittal or to the person(s) signing this Letter of Transmittal at
an address other than that shown above, the appropriate boxes on this Letter of
Transmittal should be completed. Shareholders tendering Series F Preferred Stock
by book-entry transfer may request that Series F Preferred Stock not purchased
be credited to such account at any of the book-entry transfer facilities as such
shareholder may designate under "Special Payment Instructions," above. If no
such instructions are given, any such Series F Preferred Stock not purchased
will be returned by crediting the account at the book-entry transfer facilities
at the DTC.
8. Substitute Form W-9 and W-8BEN. Under the federal income tax laws, the
Depositary will be required to withhold 31% of the amount of any payments made
to certain shareholders pursuant to the Offer, as described below. In order to
avoid such backup withholding, each tendering shareholder, and, if applicable,
each other payee, must provide the Depositary with such shareholder's or payee's
correct taxpayer identification number and certify that such shareholder or
payee is not subject to such backup withholding by completing the Substitute
Form W-9 set forth above. In general, if a shareholder or payee is an
individual, the taxpayer identification number is the Social Security number of
such individual. If the Depositary is not provided with the correct taxpayer
identification number, the shareholder or payee may be subject to a $50 penalty
imposed by the Internal Revenue Service. Certain shareholders or payees
(including, among others, all corporations and certain foreign individuals) are
not subject to these backup withholding and reporting requirements. To avoid
possible erroneous backup withholding, a stockholder who is exempt from backup
withholding should complete the Substitute Form W-9 by providing his or her
correct TIN, signing and dating the form and writing "exempt" on the face of the
form. Noncorporate foreign stockholders must instead submit to the Depositary a
properly completed Form W-8BEN, Certificate of Foreign Status (which the
Depositary will provide upon request), signed under penalties of perjury,
attesting to such person's exempt status. For further information concerning
backup withholding and instructions for completing the Substitute Form W-9
(including how to obtain a taxpayer identification number if you do not have one
and how to complete the Substitute Form W-9 if Shares are held in more than one
name), consult the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
Failure to complete the Substitute Form W-9 or Form W-8BEN will not, by
itself, cause Series F Preferred Stock to be deemed invalidly tendered but may
require the Depositary to withhold 31% of the amount of any
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payments made pursuant to the Offer. Backup withholding is not an additional
federal income tax. Rather, the federal income tax liability of a person subject
to backup withholding will be reduced by the amount of tax withheld. If
withholding results in an overpayment of taxes, a refund may be obtained
provided that the required information is furnished to the Internal Revenue
Service. NOTE: FAILURE TO COMPLETE AND RETURN THE SUBSTITUTE FORM W-9 MAY RESULT
IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
9. Mutilated, Lost, Stolen or Destroyed Certificates. If a certificate
that represents Series F Preferred Stock has been mutilated, lost, stolen or
destroyed, the holder should (i) complete this Letter of Transmittal and check
the appropriate box above and (ii) contact the Depositary immediately by calling
(800) 777-3674. The Depositary will provide such holder will all necessary forms
and instructions to replace any mutilated, lost, stolen or destroyed
certificates. The holder may also be required to give the Company a bond as
indemnity against any claim that may be made against it with respect to the
certificate(s) alleged to have been mutilated, lost, stolen or destroyed.
10. Irregularities. All questions as to the purchase price, the form of
documents, and the validity, eligibility, including time of receipt, and
acceptance of any tender of Series F Preferred Stock will be determined by the
Company, in its sole discretion, and its determination shall be final and
binding. The Company reserves the absolute right to reject any or all tenders of
Series F Preferred Stock that it determines are not in proper form or the
acceptance for payment of or payment for Series F Preferred Stock that may, in
the opinion of the Company's counsel, be unlawful. Except as otherwise provided
in the Offer to Purchase, the Company also reserves the absolute right to waive
any of the conditions to the Offer or any defect or irregularity in any tender
of Series F Preferred Stock, and its interpretation of the terms and conditions
of the Offer, including these instructions, shall be final and binding. Unless
waived, any defects or irregularities in connection with tenders must be cured
within such time as the Company shall determine.
11. Requests for Assistance or Additional Copies. Requests for assistance
or additional copies of the Offer to Purchase and this Letter of Transmittal may
be obtained from the Information Agent or the Dealer-Manager at their respective
addresses or telephone numbers set forth below.
(DO NOT WRITE IN SPACES BELOW)
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Date Received .............. Accepted By .............. Checked By .............
Delivery Prepared By ............. Checked By ............. Date ...............
Requests for additional copies of the Offer to Purchase, this Letter of
Transmittal or any related documents and questions regarding the procedures for
tendering Series F Preferred Stock, should be directed to Mellon Investor
Services LLC, the information agent for the Offer, at (888) 232-7136 (for
shareholders and all others except banks and brokers) or (917) 320-6286 (for
banks and brokers, call collect).
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Questions regarding the terms of the Offer should be directed to the
Liability Management Group of Merrill Lynch & Co., the dealer-manager for the
Offer, at (888) ML4-TNDR (654-8637) (toll free) or (212) 449-4919.
The Information Agent for the Offer is:
MELLON INVESTOR SERVICES LLC
44 Wall Street-7th Floor
New York, NY 10005
(917) 320-6286 (banks and brokers)
Banks and Brokerage Firms, Please Call Collect (917) 320-6286
Shareholders and All Others, Please Call Toll Free (888) 232-7136
The Dealer-Manager for the Offer is:
MERRILL LYNCH & CO.
4 World Financial Center, 7th Floor
New York, NY 10080
Please Call Collect (212) 449-4914
or Toll Free (888) ML4-TNDR (654-8637)
Attention: Liability Management Group