UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PNC CAPITAL TRUST D
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CERTIFICATE OF TRUST)
DELAWARE 25-6576727
(STATE OF INCORPORATION OR ORGANIZATION) (IRS EMPLOYER
IDENTIFICATION NUMBER)
C/O THE PNC FINANCIAL SERVICES GROUP, INC.
1 PNC PLAZA
249 FIFTH AVENUE, PITTSBURGH, PA 15222-2707
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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 NUMBER)
1 PNC PLAZA
249 FIFTH AVENUE, PITTSBURGH, PA 15222-2707
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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), please 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), please check the following box:[ ]
Securities Act registration statement file numbers to which this form
relates: 333-50651 and 333-50651-02
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE ON WHICH
TITLE OF EACH CLASS TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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PNC CAPITAL TRUST D NEW YORK STOCK EXCHANGE
6.125% CAPITAL SECURITIES
(AND THE GUARANTEE WITH RESPECT THERETO)
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrants' Securities To Be Registered.
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The classes of securities to be registered hereby consist of
(a) the 6.125% capital securities (the "Trust D Capital Securities")
representing preferred undivided beneficial interests in the assets of PNC
Capital Trust D, a statutory trust created under the laws of the State of
Delaware (the "Trust D Issuer") and (b) the guarantee with respect thereto (the
"Trust D Guarantee") by The PNC Financial Services Group, Inc. ("PNC"), a
Pennsylvania corporation.
For a description of the Trust D Capital Securities and the
Trust D Guarantee, reference is made to the information set forth under the
headings: (a) "Description of Capital Securities" and "Description of
Guarantees" in the prospectus (the "Prospectus") relating to the Trust D Capital
Securities and the Trust D Guarantee, contained in the Registration Statement on
Form S-3 of the Trust D Issuer and PNC (Registration Nos. 333-50651 and
333-50651-02) filed with the Securities and Exchange Commission (the
"Commission") on April 21, 1998, as amended by Amendment No. 1 thereto filed
with the Commission on May 15, 1998 (such Registration Statement, as amended,
being hereinafter referred to as the "Registration Statement"), under the
Securities Act of 1933, as amended (the "Act") and (b) "Certain Terms of Trust D
Capital Securities" and "Certain Terms of Trust D Guarantee" in the prospectus
supplement (the "Prospectus Supplement"), filed with the Commission on December
12, 2003, pursuant to Rule 424(b) under the Act. The Prospectus Supplement shall
be deemed to be incorporated by reference into the Registration Statement. The
above mentioned descriptions contained in the Registration Statement, the
Prospectus and the Prospectus Supplement are incorporated herein by reference.
Item 2. Exhibits.
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2.1 Registration Statement (as defined in Item 1 above and
incorporated herein by reference).
2.2 Certificate of Trust of the Trust D Issuer, dated April 16,
1998 (incorporated herein by reference to Exhibit 4.2 to
the Registration Statement).
2.3 Trust Agreement of the Trust D Issuer, dated April 16, 1998
(incorporated herein by reference to Exhibit 4.6 to the
Registration Statement).
2.4 Form of Amended and Restated Trust Agreement of the Trust D
Issuer to be used in connection with the issuance of the
Trust D Capital Securities (incorporated herein by reference
to Exhibit 4.9 to the Registration Statement).
2.5 Form of Guarantee Agreement (incorporated herein by reference
to Exhibit 4.13 to the Registration Statement).
2.6 Form of Junior Subordinated Indenture (incorporated herein by
reference to Exhibit 4.10 to the Registration Statement).
2.7 Form of Trust D Capital Security (incorporated herein by
reference to Exhibit 4.11 to the Registration Statement).
2.8 Form of Trust D Junior Subordinated Debenture (incorporated
herein by reference to Exhibit 4.12 to the Registration
Statement).
2.9 Form of Underwriting Agreement for Trust D Capital Securities
(incorporated herein by reference to Exhibit 1.1 to
the Registration Statement).
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrants have duly caused this registration
statement to be signed on their behalf by the undersigned, thereto duly
authorized.
Dated: December 18, 2003
PNC Capital Trust D
By: /s/ Lisa Marie Kovac
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Name: Lisa Marie Kovac
Title: Administrator
The PNC Financial Services Group, Inc.
By: /s/ William S. Demchack
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Name: William S. Demchack
Title: Vice Chairman and
Chief Financial Officer