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
OCTOBER 29, 2001
------------------------------------------------
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 1-9718
PENNSYLVANIA 25-1435979
------------------------------- ---------------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
ONE PNC PLAZA
249 FIFTH AVENUE
PITTSBURGH, PENNSYLVANIA 15222-2707
----------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(ZIP CODE)
(412) 762-2000
----------------------------------------------------
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
-------------------------------------------------------------
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
ITEM 5. OTHER EVENTS
On October 23, 2001, PNC Funding Corp ("Funding") and The PNC Financial Services
Group, Inc. (the "Corporation") entered into an Underwriting Agreement (the
"Underwriting Agreement") with J.P. Morgan Securities Inc. and Salomon Smith
Barney Inc., as representatives of the several underwriters, relating to (i) the
public offering of $600,000,000 aggregate principal amount of Floating Rate
Senior Notes due 2004 of Funding (the "2004 Notes") at a purchase price of
99.775% of their principal amount, plus accrued interest, if any, from October
30, 2001 and (ii) $400,000,000 aggregate principal amount of 5.75% Senior Notes
due 2006 of Funding (the "2006 Notes") at a purchase price of 102.66% of their
principal amount, plus accrued interest from August 1, 2001. The 2006 Notes are
additional debt securities of Funding issued as part of the same series and with
the same CUSIP number as the $700,000,000 aggregate principal amount of 5.75%
Senior Notes due 2006 of Funding issued on August 1, 2001. The 2004 Notes and
the 2006 Notes are guaranteed, as to payment of principal and interest, by the
Corporation. The closing is expected to occur on October 30, 2001.
The Underwriting Agreement is attached to this Current Report on Form 8-K as
Exhibit 1.1.
The 2004 Notes and 2006 Notes are being issued pursuant to a Registration
Statement on Form S-3 (No. 333-69576), initially filed with the Securities and
Exchange Commission (the "SEC") on September 18, 2001, and declared effective on
September 24, 2001. A Prospectus Supplement dated October 23, 2001 relating to
the 2004 Notes and the 2006 Notes was filed with the SEC pursuant to Rule
424(b)(5) under the Securities Act of 1933, as amended, on October 25, 2001.
The form of the 2004 Notes and the 2006 Notes and the related Guarantees are
attached to this Current Report on Form 8-K as Exhibits 4.1, 4.2 and 4.3,
respectively.
Application has been made to list the 2004 Notes and the 2006 Notes on the
Luxembourg Stock Exchange. The Chase Manhattan Bank, formerly known as Chemical
Bank, successor by merger to Manufacturers Hanover Trust Company, is the
Trustee. Deutsche Bank Luxembourg S.A. is the Luxembourg Paying and Listing
Agent. Deutsche Bank AG London is the Calculation Agent for the 2004 Notes.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
The exhibits listed on the Exhibit Index on page 4 of this Form 8-K are filed
herewith.
2
SIGNATURES
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 thereunto duly authorized.
THE PNC FINANCIAL SERVICES GROUP, INC.
(Registrant)
Date: October 29, 2001 By: /s/ ROBERT L. HAUNSCHILD
--------------------------------------
Robert L. Haunschild
Senior Vice President and Chief
Financial Officer
EXHIBIT INDEX
1.1 Underwriting Agreement dated as of October 23, 2001, among PNC Funding
Corp, The PNC Financial Services Group, Inc., and the underwriters named
therein, filed herewith. (See Item 5).
4.1 Form of the 2004 Notes, filed herewith. (See Item 5).
4.2 Form of the 2006 Notes, filed herewith. (See Item 5).
4.3 Form of the Guarantees related to the 2004 Notes and the 2006 Notes, filed
herewith. (See Item 5).