UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The

Securities Exchange Act of 1934

February 2, 2010

Date of Report (Date of earliest event reported)

THE PNC FINANCIAL SERVICES GROUP, INC.

(Exact name of registrant as specified in its charter)

Commission File Number 001-09718

One PNC Plaza

249 Fifth Avenue

Pittsburgh, Pennsylvania 15222-2707

(Address of principal executive offices, including zip code)

(412) 762-2000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

On February 2, 2010, The PNC Financial Services Group, Inc. (“PNC”) entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with The Bank of New York Mellon Corporation (“BNY Mellon”). Upon the terms and subject to the conditions set forth in the Stock Purchase Agreement, which has been approved by the board of directors of each company, PNC will sell to BNY Mellon (the “Stock Sale”) 100% of the issued and outstanding shares of PNC Global Investment Servicing Inc., an indirect, wholly-owned subsidiary of PNC (“GIS”), along with certain related assets, for $2.31 billion in cash. This purchase price is subject to customary post-closing upward or downward adjustment based on the tangible capital of GIS as of the closing of the Stock Sale.

Under the Stock Purchase Agreement, the obligation of each of PNC and BNY Mellon to consummate the Stock Sale is conditioned upon (i) the expiration or termination of the applicable Hart-Scott-Rodino Act waiting period, (ii) the receipt of specified U.S. and foreign governmental approvals and consents, (iii) the absence of any order or injunction prohibiting the consummation of the Stock Sale, (iv) subject to certain exceptions, the accuracy of the representations and warranties of the other party, and (v) performance in all material respects by the other party of its obligations under the Stock Purchase Agreement.

PNC has entered into various covenants in the Stock Purchase Agreement, including, among others, covenants (i) to cause GIS to operate in the ordinary course of business, and not to enter into certain types of transactions, between the execution of the Stock Purchase Agreement and the closing of the Stock Sale, (ii) not to solicit alternative acquisition proposals relating to GIS and (iii) subject to certain exceptions contained in the Stock Purchase Agreement, not to (a) hire any employees of GIS for 18 months following the closing of the Stock Sale or (b) engage in specified activities competitive with the business of GIS for a period of 48 months following the closing of the Stock Sale. BNY Mellon has also entered into covenants in the Stock Purchase Agreement, including, among others, a covenant to use commercially reasonable best efforts to obtain requisite regulatory approvals.

The Stock Purchase Agreement contains representations and warranties of PNC including, among others, with respect to consents and approvals of regulatory agencies, financial statements and absence of undisclosed liabilities, material contracts, litigation, compliance with law and possession of permits, insurance, taxes, employee benefits, intellectual property matters, real estate matters, intercompany arrangements, accuracy of governmental filings, accuracy of books and records, principal clients and absence of employees serving as officers or directors, officers or employees of clients, and representations and warranties of BNY Mellon, including representations regarding consents and approvals of regulatory agencies, accuracy of governmental filings, financial wherewithal to pay the purchase price, compliance with law, absence of agreements with regulatory agencies, and investment intent. The Stock Purchase Agreement contains indemnification obligations of each party with respect to breaches of representations, warranties and covenants and certain other specified matters.

The Stock Purchase Agreement contains certain termination rights for PNC and BNY Mellon, as the case may be, applicable upon final, non-appealable denial of required regulatory approvals or injunction prohibiting the transactions contemplated by the Stock Purchase Agreement, a breach by the other party that is not or cannot be cured within 30 days’ notice of such breach if such breach would result in a failure of the conditions to closing set forth in the Stock Purchase Agreement, or November 1, 2010 if the Stock Purchase has not been consummated by such date.

In connection with the entry into the Stock Purchase Agreement, PNC and BNY Mellon have also entered into a transition services agreement, pursuant to which PNC will continue to provide certain support services to GIS following the completion of the Stock Sale, and an agreement under which PNC will continue to source certain services it currently receives from GIS for specified period after the completion of the Stock Sale.

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The foregoing description of the Stock Sale and the Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Stock Purchase Agreement, which is filed as Exhibit 2.1 hereto, and is incorporated into this report by reference. The Stock Purchase Agreement and the above description of the Stock Purchase Agreement have been included to provide investors and security holders with information regarding the terms of the Stock Purchase Agreement. They are not intended to provide any other factual information about PNC, BNY Mellon or their respective subsidiaries and affiliates. The Stock Purchase Agreement contains representations and warranties and covenants of each of PNC, on the one hand, and BNY Mellon, on the other hand, made solely for the benefit of the other. The assertions embodied in those representations and warranties and the obligations embodied in those covenants are qualified by information in confidential disclosure schedules that the parties have exchanged in connection with signing the Stock Purchase Agreement. The disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties and covenants set forth in the Stock Purchase Agreement. Moreover, the representations and warranties in the Stock Purchase Agreement were used for the purpose of allocating risk between PNC, on the one hand, and BNY Mellon, on the other hand. Accordingly, you should read the representations and warranties and covenants in the Stock Purchase Agreement not in isolation but only in conjunction with the other information about PNC and BNY Mellon, or any of their respective subsidiaries or affiliates that the respective companies include in reports, statements and other filings they make with the Securities and Exchange Commission.

On February 2, 2010, PNC issued a press release announcing the execution of the Stock Purchase Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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EXHIBIT INDEX

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