UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO
SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
THE PNC FINANCIAL SERVICES GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Pennsylvania | 25-1435979 | |
| (State of incorporation or organization) | (IRS Employer Identification No.) | |
| One PNC Plaza 249 Fifth Avenue Pittsburgh, Pennsylvania |
15222-2707 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Securities to be registered pursuant to Section 12(b) of the Act:
| Title of Each Class to be so Registered |
Name of Each Exchange on Which Each Class is to be Registered | |||
| Depositary Shares each representing a 1/4,000th interest in a share of 5.375% Non-Cumulative Perpetual Preferred Stock, Series Q | New York Stock Exchange, Inc. | |||
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. x.
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ¨
Securities Act registration statement file number to which this form relates: 333-164364
Securities to be registered pursuant to Section 12(g) of the Act: None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
| Item 1. | Description of Registrant’s Securities to be Registered. |
The descriptions of the general terms and provisions of the 5.375% Non-Cumulative Perpetual Preferred Stock, Series Q, par value $1.00 per share (the “Series Q Preferred Stock”) of The PNC Financial Services Group, Inc. (the “Registrant”) as well as the Registrant’s depositary shares each representing a 1/4,000th interest in a share of the Series Q Preferred Stock to be registered hereunder are incorporated herein by reference to the descriptions included under the captions “Description of Preferred Stock” and “Description of Depositary Shares” in the Prospectus Supplement dated September 14, 2012, as filed with the Securities and Exchange Commission (the “SEC”) on September 18, 2012 pursuant to Rule 424(b)(2) under the Securities Act of 1933, as amended, to the prospectus in the Registration Statement on Form S-3 (No. 333-164364) of the Registrant, as filed with the SEC on January 15, 2010 and as amended on September 6, 2012. Such sections are incorporated herein by reference.
| Item 2. | Exhibits. |
| 3.1 | Articles of Incorporation of the Registrant, as amended effective as of January 2, 2009 (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008). | |
| 3.2 | Statement with Respect to Shares of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series O dated July 21, 2011 (incorporated herein by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed July 27, 2011). | |
| 3.3 | Statement with Respect to Shares of Fixed-To-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series P dated April 19, 2012 (incorporated herein by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed April 24, 2012). | |
| 3.4 | By-Laws of the Registrant, as amended and restated effective as of February 12, 2009 (incorporated herein by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K filed February 19, 2009). | |
| 3.5 and 4.1 | Statement with Respect to Shares of 5.375% Non-Cumulative Perpetual Preferred Stock, Series Q (incorporated herein by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed September 21, 2012). | |
| 4.2 | Deposit Agreement, dated September 21, 2012, by and among the Registrant, Computershare Trust Company, N.A., as depositary, Computershare Inc., and the holders from time to time of the depositary receipts described therein (incorporated herein by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K filed September 21, 2012). | |
| 4.3 | Form of certificate representing the Series Q Preferred Stock (incorporated herein by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed September 21, 2012). | |
| 4.4 | Form of depositary receipt representing the depositary shares (included as part of Exhibit 4.2). | |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
| Date: September 21, 2012 | The PNC Financial Services Group, Inc. | |||||
| By: | /s/ Gregory H. Kozich | |||||
| Name: Gregory H. Kozich | ||||||
| Title: Senior Vice President and Controller | ||||||
EXHIBIT INDEX
| Number |
Description |
Method of Filing | ||
| 3.1 | Articles of Incorporation of the Registrant, as amended effective as of January 2, 2009 | Incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008 | ||
| 3.2 | Statement with Respect to Shares of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series O dated July 21, 2011 | Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed July 27, 2011 | ||
| 3.3 | Statement with Respect to Shares of Fixed-To-Floating Non-Cumulative Perpetual Preferred Stock, Series P | Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed April 24, 2012 | ||
| 3.4 | By-Laws of the Registrant, as amended and restated effective as of February 12, 2009 | Incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K filed February 19, 2009 | ||
| 3.5 and 4.1 |
Statement with Respect to Shares of 5.375% Non-Cumulative Perpetual Preferred Stock, Series Q | Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed September 21, 2012 | ||
| 4.2 | Deposit Agreement, dated September 21, 2012, by and among the Registrant, Computershare Trust Company, N.A., as depositary, Computershare Inc., and the holders from time to time of the depositary receipts described herein | Incorporated by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K filed September 21, 2012 | ||
| 4.3 | Form of certificate representing the Series Q Preferred Stock | Incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed September 21, 2012 | ||
| 4.4 | Form of depositary receipt representing the depositary shares (included as part of to Exhibit 4.2) | Incorporated by reference to Exhibit 4.3 of the Registrant’s Current Report on Form 8-K filed September 21, 2012 | ||