Filed by The PNC Financial Services Group, Inc.
Pursuant to Rule 425 under the Securities Act of 1933 and
deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934
Subject Company: Riggs National Corporation
Commission File No. 000-09756
On July 16, 2004, The PNC Financial Services Group, Inc. (“PNC”) issued the
attached press release relating to the proposed acquisition by PNC of Riggs
National Corporation (“Riggs”). In addition, the attached presentation
materials are from an investor presentation that took place on July 16, 2004 in
connection with the proposed acquisition, and the letter to Riggs employees
from James E. Rohr, Chairman and CEO of PNC, was distributed to Riggs employees
on July 16, 2004.
* * * * * *
CONTACTS:
MEDIA:
Brian E. Goerke
(412) 762-4550
corporate.communications@pnc.com
INVESTORS:
William H. Callihan
(412) 762-8257
investor.relations@pnc.com
PNC TO ACQUIRE RIGGS
Definitive Agreement Creates Valuable
Washington, D.C. Metropolitan Area Presence for PNC
PNC Expects to Report Second Quarter Earnings of $1.07 per Share
PITTSBURGH and WASHINGTON, D.C., July 16, 2004 – The PNC Financial
Services Group,
Inc. (NYSE: PNC) and Riggs National Corporation (NASDAQ: RIGS) today
announced that they have
signed a definitive agreement for PNC to acquire Riggs for $24.25 per
common share, or
approximately $779 million in stock and cash.
Riggs is a $6 billion asset banking company that provides commercial and
retail banking
services through 50 branches in the metropolitan Washington, D.C. area. In
its 165-year history, Riggs
has held accounts for many U.S. Presidents, and is among the capital’s
most historic banks. Through
the acquisition, PNC will gain entry to one of the nation’s most appealing
financial services markets
and the fifth-most affluent metropolitan region in the U.S.
“This acquisition is an important step forward in our plan to grow PNC,”
said James E. Rohr,
chairman and chief executive officer of The PNC Financial Services Group.
“Riggs’s strong banking
franchise gives us an excellent platform on which to build in the
extremely appealing metropolitan
Washington marketplace. We believe Riggs’s customers will be well served
by our comprehensive
product offerings, and we believe we will win an increasing share of the
region’s financial services
business.
- more -
The PNC Financial Services Group
One PNC
Plaza 249 Fifth Avenue Pittsburgh Pennsylvania 15222 2707
www.pnc.com
PNC To Acquire Riggs – Page 2
“This combination is highly attractive to us,” said Lawrence Hebert, chief
executive officer of
Riggs Bank N.A. “The integrated company will provide our customers with
seamless service and access
to a wider scope of products and services while maintaining the long and valued
traditions of the
Riggs franchise. We have found the best solution for shareholders, customers,
employees and our
communities.”
PNC President Joe Guyaux, who will oversee the integration process, said
PNC is confident
that it will successfully address Riggs’s regulatory problems.
“We look forward to leveraging the Riggs platform to build a
market-leading financial services
franchise in Washington, Virginia and Maryland,” Guyaux said. “We are
confident, following
completion of our due diligence work, that we can successfully work through the
regulatory issues
that have been identified at Riggs.”
PNC anticipates that the transaction will be accretive to earnings per
share in 2007 and that it
has an estimated internal rate of return that exceeds 16 percent.
Under terms of the merger agreement, which has been unanimously approved
by the Boards of Directors of both companies, Riggs will merge into PNC and Riggs Bank will
merge into PNC Bank.
The transaction values each share of Riggs common stock at approximately $24.25
based on PNC’s closing NYSE stock price of $51.70 on July 14, 2004. Riggs shareholders will be
entitled to elect to receive the merger consideration in shares of PNC common stock or in cash,
subject to proration. The aggregate consideration is composed of a fixed number of approximately 7.5
million shares of PNC common stock and $321 million in cash, subject to adjustment. The actual value
of the merger consideration to be paid upon closing will depend on the average PNC stock
price shortly prior to completion of the merger, and the cash and stock components on a per Riggs
share basis will be determined at that time based on that average PNC stock price so that each
share of Riggs receives consideration representing equal value. Riggs stock options, currently with an
aggregate in-the- money value of approximately $66 million, will be cashed out prior to closing,
if not exercised.
The transaction is expected to close during the first quarter of 2005. The
merger is subject to customary closing conditions, including regulatory approvals and the approval
of Riggs shareholders. Mr. Joseph L. Allbritton has entered into an agreement to vote 24.6% of the
outstanding shares of Riggs in favor of the transaction. After closing, Riggs branches will assume
the PNC Bank name.
No branch overlap exists between the two companies, and PNC anticipates
additional branch openings in Riggs’s geographical region. The transaction is expected to result
in the reduction of approximately $82 million of operating expenses, before costs associated with
planned expansion, through the elimination of operational and administrative redundancies.
- more -
PNC To Acquire Riggs – Page 3
Sandler O’Neill & Partners, L.P. acted as the financial advisor to PNC and
Wachtell, Lipton,
Rosen & Katz acted as its legal advisor. Lehman Brothers, Inc. acted as the
financial advisor to Riggs
and Sullivan & Cromwell LLP acted as its legal advisor.
PNC EARNINGS
PNC also announced that it expects to report second quarter 2004 earnings
of $304 million, or
$1.07 per diluted share, primarily driven by improvements in noninterest income
and lower credit
costs. Further details will follow in the earnings news release to be
distributed on Wednesday, July 21,
and during the subsequent conference call at 10:00 a.m. eastern time that day.
Details regarding the
conference call can be found at www.pnc.com.
CONFERENCE CALL AND SUPPLEMENTARY INFORMATION
PNC Chairman and Chief Executive Officer, James E. Rohr, PNC President
Joseph C. Guyaux and PNC Vice Chairman and Chief Financial Officer William S. Demchak will hold
a conference call for investors at 10:00 a.m. (eastern time) today regarding the announcement of
the acquisition. Live webcast and telephone conference options are available. Internet access to the
webcast, which includes audio (listen-only) and slides with supplementary information
regarding the transaction, will be available on PNC’s website at www.pnc.com under “For Investors.” Access to
the conference call by telephone will be available by calling 800-990-2718 (domestic) and
706-643-0187 (international). Investors should call 5-10 minutes before the start of the call. Supplementary
information, which includes significant financial information that will be discussed on the
conference call, will be available on PNC’s website under “For Investors” prior to the beginning of the
conference call. A replay of the webcast will be available on PNC’s website for thirty days, and a
taped replay of the audio portion of the conference call will be available for one week at
800-642-1687 (domestic) and 706-645-9291 (international), conference ID 8820865.
The conference call may include a discussion of non-GAAP financial
measures, which, to the
extent not so qualified during the conference call, is qualified by GAAP
reconciliation information
that will be made available on PNC’s website under “For Investors.” The
conference call may include
forward-looking information, which along with the supplementary information and
this news release,
is subject to the cautionary statements that follow.
- more -
PNC To Acquire Riggs – Page 4
FORWARD-LOOKING STATEMENT
This press release contains forward-looking statements with respect to
PNC’s outlook or expectations with respect to the planned acquisition of Riggs, the expected
costs to be incurred in connection with the acquisition, Riggs’s future performance, and the
consequences of the integration of Riggs into PNC. Forward-looking statements are subject to numerous
assumptions, risks and uncertainties, which change over time. The forward-looking statements in this
press release speak only as of the date of this press release, and PNC assumes no duty and does not
undertake to update them.
In addition to factors previously disclosed in PNC’s SEC reports (accessible on the SEC website at www.sec.gov and on PNC’s website at www.pnc.com) applicable to PNC’s
business generally (including, upon the acquisition, those aspects currently operated by Riggs),
the forward-looking statements in this press release are subject to the following risks and
uncertainties:
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Completion of the transaction is dependent on, among other things, receipt
of stockholder and regulatory approvals, the timing of which cannot be predicted with
precision at this point and which may not be received at all. |
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• |
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The successful completion of the transaction and its benefits to PNC also
depend on the nature of any future developments with respect to Riggs’s regulatory issues, the
ability to comply with the terms of all current or future regulatory requirements, including any
related action plan, resulting from these issues, and the extent of related costs. |
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• |
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The transaction may be materially more expensive to complete than
anticipated as a result of unexpected factors or events. |
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• |
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The integration of Riggs’s business and operations into PNC, which will
include conversion of Riggs’s different systems and procedures, may take longer than anticipated
or be more costly than anticipated or have unanticipated adverse results relating to Riggs’s
or PNC’s existing businesses. |
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• |
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The anticipated cost savings of the acquisition may take longer to be
realized or may not be achieved in their entirety. |
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• |
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The anticipated benefits to PNC are dependent in part on Riggs’s business
performance in the future, and there can be no assurance as to actual future results, which
could be impacted by various factors, including the risks and uncertainties generally related
to PNC’s and Riggs’s performance (with respect to Riggs, see Riggs’s SEC reports, also
accessible on the SEC website) or due to factors related to the acquisition of Riggs and the process of
integrating it into PNC. |
- more -
PNC To Acquire Riggs – Page 5
ADDITIONAL INFORMATION ABOUT THIS TRANSACTION
The PNC Financial Services Group, Inc. and Riggs will file a proxy
statement/prospectus and other relevant documents concerning the merger with the United States
Securities and Exchange Commission (the “SEC”). WE URGE INVESTORS TO READ THE PROXY
STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE MERGER
OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT/PROSPECTUS, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain these
documents free of charge at the SEC web site (www.sec.gov). In addition, documents filed with
the SEC by The PNC Financial Services Group, Inc. will be available free of charge from
Shareholder Relations at (800) 843-2206. Documents filed with the SEC by Riggs will be available free of
charge from www.riggsbank.com.
The directors, executive officers, and certain other members of management
of Riggs may be soliciting proxies in favor of the merger from its shareholders. For
information about these directors, executive officers, and members of management, shareholders are asked to refer
to Riggs’s most recent annual meeting proxy statement, which is available on Riggs’s website
(www.riggsbank.com) and at the addresses provided in the preceding paragraph.
Riggs Bank N.A. is the primary operating subsidiary of Riggs National
Corporation (NASDAQ: RIGS), the largest bank holding company headquartered in the nation’s capital.
Riggs commands the largest market share in the District of Columbia and specializes in banking and
financial management products and services for individuals, nonprofit organizations and businesses.
The PNC Financial Services Group, Inc. is one of the nation’s largest
diversified financial
services organizations, providing regional community banking; wholesale
banking, including
corporate banking, real estate finance and asset-based lending; wealth
management; asset
management and global fund services.
# # #
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The PNC Financial Services Group, Inc.
Announces the Acquisition of
Riggs National Corporation
July 16, 2004
|
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Forward-Looking Information
This presentation contains forward-looking statements with respect to PNC's outlook or expectations with respect to the
planned acquisition of Riggs, the expected costs to be incurred in connection with the acquisition, Riggs's future
performance, and the consequences of the integration of Riggs into PNC. Forward-looking statements are subject to
numerous assumptions, risks and uncertainties, which change over time. The forward-looking statements in this
presentation speak only as of the date of this presentation, and PNC assumes no duty and does not undertake to
update them.
In addition to factors previously disclosed in PNC's SEC reports (accessible on the SEC's website at www.sec.gov and
on PNC's website at www.pnc.com) applicable to PNC's business generally (including, upon the acquisition, those
aspects currently operated by Riggs), the forward-looking statements in this presentation are subject to the
following risks and uncertainties:
Completion of the transaction is dependent on, among other things, receipt of stockholder and regulatory approvals, the
timing of which cannot be predicted with precision at this point and which may not be received at all.
The successful completion of the transaction and its benefits to PNC also depend on the nature of any future
developments with respect to Riggs's regulatory issues, the ability to comply with the terms of all current or future
regulatory requirements, including any related action plan, resulting from these issues, and the extent of related costs.
The transaction may be materially more expensive to complete than anticipated as a result of unexpected factors or
events.
The integration of Riggs's business and operations into PNC, which will include conversion of Riggs's different systems
and procedures, may take longer than anticipated or be more costly than anticipated or have unanticipated adverse
results relating to Riggs's or PNC's existing businesses.
The anticipated cost savings of the acquisition may take longer to be realized or may not be achieved in their entirety.
The anticipated benefits to PNC are dependent in part on Riggs's business performance in the future, and there can be
no assurance as to actual future results, which could be impacted by various factors, including the risks and
uncertainties generally related to PNC's and Riggs's performance (with respect to Riggs, see Riggs's SEC reports, also
accessible on the SEC's website) or due to factors related to the acquisition of Riggs and the process of integrating it
into PNC.
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Riggs National Corporation -
Offers Unique Opportunities for Growth
Expansion into one of the nation's most attractive regions
Washington MSA is the 5th wealthiest in U.S.
Population growth of 8.4%, significantly higher than the national
average of 5.3%
Meets PNC's strategic objectives
Riggs is driven by low-cost deposit franchise, emerging high net-worth
customer base, outstanding credit quality and strong fee revenue
sources
Estimated IRR on transaction exceeds 16%
Meaningful opportunities for value creation by leveraging
PNC's strengths
Identifiable objectives to reduce expenses on a run-rate basis by
$82 million before expansion investments
Revenue opportunities based on enhanced products and services for
Riggs clients along with expanded distribution capabilities
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Expanding in Attractive
Washington, DC Market
PNC's Growing East Coast Presence
Branches 50
ATMs 151
Deposit market share
Washington, DC 1st
Washington, DC MSA 8th
Results of Successful
New Jersey Expansion
Acquisition of Riggs National Corporation
A Leading Franchise in Washington, DC
Branches 283
ATMs 990
Deposit market share 3rd
Deposit market share as of March 31, 2004
Source: SNL Financial
Existing PNC East Coast Branch Locations
Existing Riggs Branch Locations
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Fast Growing and Affluent Region
Washington, DC MSA $69,270 12.2% 8.4%
New Jersey $61,179 11.3% 4.5%
PNC footprint (1) $52,879 12.6% 2.8%
Median Household
Income
Household
Income
Population
Projected 5-Year Growth
PNC six state, 68 county footprint
Source: SNL Financial and Claritas
(1)
Washington, DC MSA - 5th wealthiest in U.S.
Ranked 4th Best City for Business - Forbes
Ranked 2nd Best City for Entrepreneurship - Entrepreneur
Large government services sector and leading universities
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Provides Solid Foundation for
Planned Expansion
Existing 50 Riggs Branch Locations
Montgomery, MD $78,969 11.7% 8.2%
Prince George's, MD 60,273 9.0% 5.8%
Fairfax, VA 90,409 12.6% 7.3%
Alexandria, VA 63,334 12.0% 8.1%
Prince William, VA 72,211 11.9% 13.9%
Loudoun, VA 92,979 17.5% 28.2%
Median
Household Income
Household Income
Population
Projected 5-Year Growth
County
Planning to add 30 new
branches primarily outside
Washington, DC
Branch Expansion Targeted in Demographically Attractive Counties
Source: SNL Financial and Claritas
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Grow primary checking relationships
Position PNC as the "bank of choice" for checking
Diversify sources of customer acquisition
Create an exceptional customer experience
PNC Regional Community Banking Model -
Creating a Valuable Customer Base
Growth Strategies
...Provides Opportunities for
Deepening Relationships
Home equity loans +23%
Active debit cards +9%
On-line banking users +24%
On-line bill-pay users +108%
Growth*
* Growth is for three months ended 3/31/04 vs. 3/31/03
Multi-service
2001 2002 2003 3/31/04
Multi-service 0.925 0.979 1.011 1.05
Single-service 0.514 0.564 0.6 0.628
Single-service
United Trust included in 3/31/04
millions
Consistent Growth in
PNC's Checking Customer Base....
Consumer retention = 95%
12/31
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Transaction Summary
Transaction value per share $24.25 per Riggs National share (1)
Transaction total value $779 million (1)
Consideration $321 million in cash and 7.5 million shares of PNC
common stock
Structure Cash election merger
Collars and walkaways None
Required approvals Riggs National shareholders and customary
regulatory approvals
Anticipated closing First quarter 2005
Estimated IRR Exceeds 16%
Estimated EPS impact to PNC 2005 dilution of $0.11 per share or 2.4%
2006 dilution of $0.05 per share or 1.0%
2007 accretion of $0.01 per share
Based on PNC closing price of $51.70 as of July 14, 2004 and includes cash out of options totaling $66 million
(1)
(Including cost of additional expansion)
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Riggs Regulatory Matters to be
Resolved Before Closing
Due diligence completed and transaction reviewed with
regulatory agencies
PNC working closely with regulators to focus on
continued compliance by Riggs with mandated action
plan and regulatory enforcement actions
Independent consultant (Promontory Financial) to
oversee compliance with regulatory requirements
Regulatory "look-back" mandate expected to be
completed before closing
Riggs to exit businesses (embassy and international)
that were the subject of regulatory enforcement actions
Additional legal/compliance costs provided for in 2005
forecast
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Integration Planning Underway
Leverages PNC's demonstrated integration capabilities
Delivered on United National systems integration and cost save
promises
Sales results running ahead of expectations
Integration leader and teams identified
Leverages PNC's scalable technology platform
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Initiatives to Improve
Riggs Revenue Generation
Add 30 new branches in the Virginia/Maryland
region over the next three years
Focus on growing small business and middle
market relationships by expanding product
capabilities
Enhance wealth management and brokerage
product offerings
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Riggs Financial Highlights
Total loans $3,171 ($365) $2,806
Total assets $6,179 ($597) $5,582
Total deposits $4,148 ($1,123) $3,025
Assets under management $6,700 ($3,700) $3,000
Riggs
Consolidated
As of 3/31/04
Sale/Exit of
Non-Core
Activities(1)
Riggs
Proforma
$ millions
Sale/exit of non-core activities reflects Riggs's previously announced intention to sell or exit its international
and embassy banking businesses
Estimated Impact of Sale/Exit of Non-Core Activities
(1)
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Cost Savings
Integration timing Simultaneous closing and conversion by
March 31, 2005
Cost savings estimate (1) 34% of Riggs 2004 noninterest expense
Estimated conversion expenses $36 million after-tax in 2005
$ millions
Cost Savings
Estimated cost savings exclude incremental expenses associated with planned expansion
2004 noninterest expense based on 1Q04 annualized
(1)
Riggs cost savings $52 $82
Expansion costs (20) (36)
Net cost savings $32 $46
2006
2005
Implementation
Timeframe
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Riggs earnings contribution before
planned expansion (1) $21 $45 $59
Financing cost (11) (11) (11)
Net income available to PNC common
before planned expansion 10 34 48
Planned expansion (8) (11) (5)
Net income available to PNC common $2 $23 $43
Impact on PNC Earnings
2005
Riggs earnings contribution based on PNC management estimates after completing due diligence and includes
cost saves and purchase accounting adjustments
Excludes estimated one-time expenses of $36 million after-tax
2006
$ millions
Estimated Impact
on Net Income
(1)
(2)
2007
(2)
(2)
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EPS Impact
2005
PNC reflects First Call mean estimate for 2005 of $4.50 growing at First Call long-term growth rate of 9% thereafter
Riggs net income based on PNC management estimates after completing due diligence and includes cost saves and
purchase accounting adjustments
Excludes estimated one-time expenses of $36 million after-tax
2006
Estimated
EPS Impact
PNC (1) $4.50 $4.91 $5.35
PNC - Riggs pro forma before
planned expansion(2) 4.41 4.90 5.37
Accretion/(dilution) before planned expansion (0.09) (0.01) 0.02
Impact of planned expansion (0.02) (0.04) (0.01)
Total accretion/(dilution) ($0.11) ($0.05) $0.01
(1)
(2)
2007
(3)
(3)
(3)
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Transaction Exceeds IRR Targets
Aggregate offer value ($779)
After-tax one-time cash items (67)
Net capital asset investments ($4) ($9)
Riggs cash earnings contribution (3) 8 $32 $73 $99
Expense savings 21 30 29 28 26
Capital for asset expansion 30 13 (31) (30) (22)
Terminal value (12x) 1,438
Incremental cash flow ($846) $44 $42 $30 $71 $1,541
Estimated IRR 16.4%
Closing
2005
2006
2007
2008
2009
$ millions
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Valuation Consistent with Comparable
Market Extension Transactions
Premium /
Core Deposits
High 45% 47% 3.33x 4.50x 5.21x
Median 24% 28% 2.73x 3.36x 3.77x
Low 13% 15% 2.02x 2.20x 2.44x
Riggs (2) 13% 24% 2.03x 2.06x 4.36x
Price /
Book Value
Price / Tangible
Book Value
Reported tangible equity adjusted for restructuring charges
As of March 31, 2004
Market extension transactions for commercial banks announced since January 2, 2002 with deal value
greater than $400 million
Source: SNL Financial and investor presentations
Price /Adjusted
Tangible
Book Value (1)
(1)
Adjusted
Premium (1) /
Core Deposits
(2)
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Summary
Expansion into one of the nation's most attractive
regions
Meets PNC's acquisition objectives
Meaningful opportunities for value creation by
leveraging PNC's strengths
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Compensation and benefits $52 ($22) $30
Technology 16 (2) 14
Occupancy 7 (2) 5
Other 7 (10) (3)
Total cost savings $82 ($36) $46
Cost Savings
$ millions
Cost Savings
Planned expansion includes incremental expenses associated with 30 new branches
(1)
Compensation and benefits $35 ($13) $22
Technology 13 (2) 11
Occupancy 0 (1) (1)
Other 4 (4) 0
Total cost savings $52 ($20) $32
2005
Riggs
Cost Savings
Planned
Expansion (1)
Net
Cost Savings
2006
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One-Time Charges
$ millions
Customer communications $9
Training, retention and recruiting 3
Network / deconversion costs 4
Adjustment to PNC state deferred taxes 7
Fees and other 13
Total one-time after-tax charges $36
Estimated One-Time After-Tax Charges to be Expensed During 2005
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Comparable Market Extension
Transactions
Premium /
Core Deposits
Royal Bank of Scotland
Charter One (2) 31% 32% 3.06x 3.54x 4.04x
SunTrust
National Commerce Financial 45% 47% 2.44x 4.40x 5.21x
Wachovia
SouthTrust 38% 39% 3.07x 3.76x 4.33x
National City
Provident Financial Group 22% 28% 2.21x 2.57x 3.39x
BB&T
First Virginia 27% 29% 2.70x 3.19x 3.55x
BB&T
Republic Bancshares 13% 15% 2.02x 2.20x 2.44x
PNB Paribas
Community First 24% 25% 3.33x 4.50x 4.62x
Bank of America
FleetBoston 31% 32% 2.76x 3.74x 3.98x
North Fork Bancorp
Trust Company of New Jersey 17% 20% 2.56x 2.58x 3.04x
Marshall& Ilsley
Mississippi Valley Bancshares 21% 24% 2.85x 2.85x 3.21
Median 24% 28% 2.73x 3.36x 3.77x
Price /
Book Value
Price / Tangible
Book Value
Price /Adjusted
Tangible
Book Value (1)
Adjusted
Premium (1) /
Core Deposits
Reported tangible equity is adjusted for restructuring charges
Restructuring assumed at 3x cost saves per Wall Street analysts
Source: SNL Financial and investor presentations
(1)
(2)
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Additional Information About This
Transaction
The PNC Financial Services Group, Inc. and Riggs will be filing a proxy
statement/prospectus and other relevant documents concerning the merger with
the United States Securities and Exchange Commission (the "SEC"). WE URGE
INVESTORS TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY
OTHER DOCUMAENTS TO BE FILED WITH THE SEC IN CONNECTION WITH
THE MERGER OR INCORPORATED BY REFERENCE IN THE PROXY
STATEMENT/PROSPECTUS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Investors will be able to obtain these documents free of charge at
the SEC's web site (www.sec.gov). In addition, documents filed with the SEC by
The PNC Financial Services Group, Inc. will be available free of charge from
Shareholder Relations at (800) 843-2206. Documents filed with the SEC by Riggs
will be available free of charge from www.riggsbank.com.
The directors, executive officers, and certain other members of management of
Riggs may be soliciting proxies in favor of the merger from its shareholders. For
information about these directors, executive officers, and members of
management, shareholders are asked to refer to Riggs's most recent annual
meeting proxy statement, which is available on Riggs's website
(www.riggsbank.com) and at the addresses provided in the preceding paragraph.
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July 2004
Dear Riggs Employee:
All of us at The PNC Financial Services Group are delighted about the plans to
combine our organizations.
To build on the strong consumer banking position you already hold in the Riggs
region, we plan to dramatically expand on Riggs’ existing presence. Our
commitment and investment will create opportunities for employee growth and
development.
Over the next several months, representatives of PNC will be working closely
with a team from Riggs to plan for our future. This spirit of cooperation has
enabled us to successfully complete many mergers. We have found that by
working together we can minimize disruptions during the transition and maximize
the benefits for the customer over the long term.
We understand that you may have questions about PNC. Enclosed are some
materials to familiarize you with our company.
We’re excited about the opportunity we have to build on our strengths and
create greater success across our combined organization.
Sincerely,
ADDITIONAL INFORMATION ABOUT THIS TRANSACTION
The PNC Financial Services Group, Inc. and Riggs National Corporation will be
filing a proxy statement/prospectus and other relevant documents concerning the
merger with the United States Securities and Exchange Commission (the
“SEC”). WE URGE INVESTORS TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER
DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE MERGER OR
INCORPORATED BY REFERENCE IN THE PROXY STATEMENT/ PROSPECTUS, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain these
Continued on reverse side. . .
documents free of charge at the SEC’s web site (www.sec.gov). In addition,
documents filed with the SEC by The PNC Financial Services Group, Inc. will be
available free of charge from Shareholder Relations at (800) 843-2206.
Documents filed with the SEC by Riggs National Corporation will be available
free of charge on Riggs National Corporation’s website at www.riggsbank.com.
The directors, executive officers, and certain other members of management of
Riggs National Corporation may be soliciting proxies in favor of the merger
from its shareholders. For information about these directors, executive
officers, and members of management, shareholders are asked to refer to Riggs
National Corporation most recent annual meeting proxy statement, which is
available on Riggs National Corporation web site and at the addresses provided
in the preceding paragraph.