SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) OCTOBER 27, 2003
THE PNC FINANCIAL SERVICES GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
PENNSYLVANIA 1-9718 25-1435979
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
ONE PNC PLAZA, 249 FIFTH AVENUE, PITTSBURGH PENNSYLVANIA 15222
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (412)-762-2000
ITEM 5. OTHER EVENTS
On October 27, 2003, PNC Funding Corp ("Funding") and The PNC Financial Services
Group, Inc. (the "Corporation") entered into an Underwriting Agreement (the
"Underwriting Agreement") with Citigroup Global Markets Inc. and J.P. Morgan
Securities Inc., as representatives of the several underwriters, relating to the
public offering by Funding of $600,000,000 aggregate principal amount of 5 1/4%
Subordinated Notes due 2015 (the "Subordinated Notes") at a purchase price of
99.618% of their principal amount. The Subordinated Notes are guaranteed, as to
payment of principal and interest, by the Corporation. The closing of the public
offering of the Subordinated Notes occurred on November 3, 2003.
The Underwriting Agreement is attached to this Current Report on Form 8-K as
Exhibit 1.1.
The Subordinated Notes are being issued pursuant to a Registration Statement on
Form S-3 (Nos. 333-69576 and 333-69576-01), 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 27, 2003
relating to the Subordinated Notes was filed with the SEC on October 29, 2003
pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended.
The form of the Subordinated Notes and the related Guarantees are attached to
this Current Report on Form 8-K as Exhibits 4.1 and 4.2, respectively.
ITEM 7. FINANCIAL STATEMENTS; PROFORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description
----------- -----------
Exhibit 1.1 Underwriting Agreement, dated as of October 27, 2003, among
PNC Funding Corp, The PNC Financial Services Group, Inc., and
the underwriters named therein. (See Item 5).
Exhibit 4.1 Form of Subordinated Notes. (See Item 5).
Exhibit 4.2 Form of Guarantees related to the Subordinated Notes.
(See Item 5).
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.
THE PNC FINANCIAL SERVICES
GROUP, INC.
(Registrant)
By: /s/ Samuel R. Patterson
-------------------------------
Name: Samuel R. Patterson
Date: November 3, 2003 Title: Controller
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION AND METHOD OF FILING
------ --------------------------------
Exhibit 1.1 Underwriting Agreement, dated as of October 27, 2003, among
PNC Funding Corp, The PNC Financial Services Group, Inc., and
the underwriters named therein, filed herewith. (See Item 5).
Exhibit 4.1 Form of Subordinated Notes, filed herewith. (See Item 5).
Exhibit 4.2 Form of Guarantees related to the Subordinated Notes, filed
herewith. (See Item 5).