As filed with the Securities and Exchange Commission on January 17, 2001 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- 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 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) 762-1553 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ---------------- THE PNC FINANCIAL SERVICES GROUP, INC. 1997 LONG-TERM INCENTIVE AWARD PLAN (Full title of the plan) ---------------- 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 --------------------- 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 unit (2) price (2) fee - ----------------------------------------------------------------------------------------------------------- Common Stock, $5.00 Par Value (3) 22,000,000 (4) $70.0625 $1,541,375,000.00 $385,343.75 - -----------------------------------------------------------------------------------------------------------
(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 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 January 12, 2001 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) Pursuant to Rule 429 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), the prospectus relating to 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. Shares issuable under the 1997 Long-Term Incentive Plan have been previously registered under the Securities Act, of which 1,425,221 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 22,000,000 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 8. EXHIBITS 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. Exhibit 4.1 Articles of Incorporation, as amended and restated as of March 14, 2000, incorporated by reference from Exhibit 3.1 to the Registrant's Form 10-K for the period ended December 31, 1999 (File No. 1-9718). Exhibit 4.2 By-Laws, as amended, incorporated by reference from Exhibit 99.2 of the Registrant's Current Report on Form 8-K dated January 15, 1998. Exhibit 4.3 Rights Agreement, dated as of May 15, 2000, between The PNC Financial Services Group, Inc. 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 Registrant's Report on Form 8-A filed May 23, 2000. Exhibit 5 Opinion of Karen M. Barrett, Senior Counsel, The PNC Financial Services Group, Inc., filed herewith. Exhibit 23.1 Consent of Karen M. Barrett, Senior Counsel, The PNC Financial Services Group, Inc., included in the opinion filed as Exhibit 5 hereto. Exhibit 23.2 Consent of Ernst & Young, LLP, filed herewith. Exhibit 24 Powers of Attorney, filed herewith. Exhibit 99.1 The PNC Financial Services Group, Inc. 1997 Long-Term Incentive Award Plan, as amended, incorporated by reference from Exhibit 10.5 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000. SIGNATURES 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania on January 17, 2001. THE PNC FINANCIAL SERVICES GROUP, INC. By: /s/ Robert L. Haunschild ---------------------------------- Robert L. Haunschild Senior Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
SIGNATURE TITLE DATE * President, Chief Executive Officer and January 17, 2001 - ---------------------------------------- Director (Principal Executive Officer) James E. Rohr /s/ Robert L. Haunschild Senior Vice President and Chief Financial January 17, 2001 - ---------------------------------------- Officer (Principal Financial Officer) Robert L. Haunschild * Controller (Principal Accounting Officer) January 17, 2001 - ---------------------------------------- Samuel R. Patterson
* Chairman and Director January 17, 2001 - ---------------------------------------- Thomas H. O'Brien * Vice Chairman and Director January 17, 2001 - ---------------------------------------- Walter E. Gregg, Jr. * Director January 17, 2001 - ---------------------------------------- Paul W. Chellgren * Director January 17, 2001 - ---------------------------------------- Robert N. Clay * Director January 17, 2001 - ---------------------------------------- Thomas A. Corcoran * Director January 17, 2001 - ---------------------------------------- David F. Girard-diCarlo * Director January 17, 2001 - ---------------------------------------- William R. Johnson * Director January 17, 2001 - ---------------------------------------- Bruce C. Lindsay * Director January 17, 2001 - ---------------------------------------- W. Craig McClelland
* Director January 17, 2001 - ---------------------------------------- Jane G. Pepper * Director January 17, 2001 - ---------------------------------------- Jackson H. Randolph * Director January 17, 2001 - ---------------------------------------- Roderic H. Ross * Director January 17, 2001 - ---------------------------------------- Lorene K. Steffes * Director January 17, 2001 - ---------------------------------------- Thomas J. Usher * Director January 17, 2001 - ---------------------------------------- Milton A. Washington * Director January 17, 2001 - ---------------------------------------- Helge H. Wehmeier *By: /s/ Karen M. Barrett -------------------- Karen M. Barrett, Attorney-in-Fact, pursuant to Powers of Attorney filed herewith
INDEX TO EXHIBITS Exhibit 4.1 Articles of Incorporation, as amended and restated as of March 14, 2000, incorporated by reference from Exhibit 3.1 to the Registrant's Form 10-K for the period ended December 31, 1999 (File No. 1-9718). Exhibit 4.2 By-Laws, as amended, incorporated by reference from Exhibit 99.2 of the Registrant's Report on Form 8-K dated January 15, 1998. Exhibit 4.3 Rights Agreement, dated as of May 15, 2000, between The PNC Financial Services Group, Inc. 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 Registrant's Report on Form 8-A filed May 23, 2000. Exhibit 5 Opinion of Karen M. Barrett, Senior Counsel, The PNC Financial Services Group, Inc., filed herewith. Exhibit 23.1 Consent of Karen M. Barrett, Senior Counsel, The PNC Financial Service Group, Inc., included in the opinion filed as Exhibit 5 hereto. Exhibit 23.2 Consent of Ernst & Young, LLP, filed herewith. Exhibit 24 Powers of Attorney, filed herewith Exhibit 99.1 The PNC Financial Services Group, Inc. 1997 Long-Term Incentive Award Plan, as amended, incorporated by reference from Exhibit 10.5 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000.