Filed by The PNC Financial Services Group, Inc.
Pursuant to Rule 425 under the Securities Act of 1933 and
deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934
Subject Company: United National Bancorp
Commission File No. 000-16931
The following is the transcript from a presentation to investors at the
Lehman Brothers 2003 Financial Services Conference in New York, New York. Slides
accompanying the following transcript were previously filed on September 8, 2003
by The PNC Financial Services Group, Inc. pursuant to Rule 425 under the
Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the
Securities Exchange Act of 1934.
BROCK VANDERVLIET, LEHMAN BROTHERS: Well, good morning. I want to thank you,
first off, for coming out and joining us at Lehman Brothers first full-on
financial services conference. For those of you who haven't met me, my name is
Brock Vandervliet, and on behalf of Jason Goldberg and Robert LeCoursier and the
rest of the bank team, it's my pleasure to welcome you here today. Special
thanks also to Deb Sokol, Darcy Volpe, Maureen Sullivan and the folks who work
with them to pull the logistics together for this conference. It was a
monumental task. And also a special thanks to Jason Goldberg, who took the lead
as conference planner among the bank team and rather miraculously got this
budget approved.
So with that, I want to move into the introduction of our speaker. It's an often
heard phrase that a company has done a lot, or come a long way in a year, but
this is certainly the case at PNC which has navigated through a period of
uncertainty, and most recently announced the acquisition of United National, a
bank in northern New Jersey. Although we include them in our trust and
processing peer group, PNC's business mix goes far beyond securities processing,
spanning a very broad range of businesses, including retail banking, commercial
banking, brokerage and asset management. Here to tell us about it is Chairman
and CEO of PNC, Jim Rohr.
JIM ROHR, PNC: Thank you very much, Brock, and good morning to all of you, and
thank you for joining us this morning. It's great to be the first speaker at the
first annual Lehman Brothers Conference, so thank you, Brock, for that
invitation and that fine honor. Here with me this morning are a couple of people
that you would probably know, Bill Demchak, our Vice Chairman and Chief
Financial Officer, and Bill Callihan, our Director of Investor Relations.
Now let me share with you that part of the presentation that will include
forward-looking statements. Future results may be affected by factors such as
the ones in the Appendix to our handouts and additional factors filed in our SEC
filings. I shortened that comment, I think that's good.
I'd like to start with just a few general comments. Generally speaking we feel
pretty good about our business. I think the economy is doing a little bit
better, the markets are doing a little bit better, our
customers are feeling a little better, and generally we're feeling better about
our business. So generally speaking, we're relatively optimistic, especially
from where we were perhaps a year ago. One of the things I'm particularly
excited about are the things that we've done with our company in the last year
and a half.
As you know, we've changed a significant part of the management team, and that's
well in place and working well. We've made a lot of progress in enhancing our
risk profile, and we've built a higher-return business mix that I think is very
competitive in the marketplace. And we're implementing strategies to deliver
above-average growth, our goal being to deliver above-average growth, higher
returns on a moderate risk basis. Now, as a result, I think we are better
positioned today than we have been in recent memory, and if you take only one
message away, I believe that this company is capable of delivering above-average
returns even in difficult environments, economic environments such as the one we
have today. And the business mix allows us to have greater growth and returns in
a recovering economic environment, and we'll talk about why that is.
Let me start with the moderate risk profile. Over the last few years, as you
know, we've taken a great deal of credit risk out of the company, and we've put
in place an enterprise-wide risk management system that I believe today is
approaching "best-in-class". It helps us identify risk and makes sure that we're
getting paid for the risk that we're taking. And I think we're very close to
having that completed.
Our goal - our objective over time - is to be and remain one of the more highly
rated financial services companies, and I think we've made a great deal of
progress on this front. And let me talk to you about interest rate and credit
risk, because those are the two key areas.
As you see here, our objective when it comes to interest rate risk. Put simply,
we are not going to bet the balance sheet on any particular interest rate
environment to drive net interest income. Now, at the beginning of the year we
had some exposure to lower rates, and like other banks, other banks went long
and played the cash and carry trade, but we did not. We maintained our exposure
to lower rates. We understood at that time by not adding assets, those
longer-term assets, that we gave up some net interest income. And frankly, we
knew we would suffer in the short term. But we only have 40 percent of our total
revenue tied to net interest income, which is an advantage for us. That risk, or
that sacrifice that we made I think we made up for more in the flexibility that
we had. And we are starting today, or now, to invest some of that liquidity to
take advantage of the yield curve. And we're staying in our guidelines that
we've stated in our risk policy.
Now having said that, we do expect the margin to fall in the third quarter.
There's three reasons for that, and I think it's very important. One is the
economic environment. I think you'll see it's an industry issue, everybody is
going to see pressure on their margin. We have two accounting issues that will
come-up in the quarter. One is the trust preferred, reclassification of our
trust preferred stock will cost us 10 basis points in the margin. And we have
the FIN 46, like everyone else does, and it's hard to really predict as yet,
there are still a number of things in motion that could change our margin
anywhere from a modest number of basis points to as many as 25. I think what's
important is those two accounting issues, the trust preferred and the FIN 46
don't have any impact on our net
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interest income, they are only accounting issues on the margin. But there will
be some impact from just simply the lower interest rate environment on the
margin that has a real impact on net interest income.
Turning to credit risk. Here we compare ourselves to a peer group rated one
higher, one notch or better (higher) than we. We are at comparable or better
positions than they are, across the board. But I want to point out that our
reserve, our reserve to charge-offs, is 50 percent higher than our peers. And
that's because more than one-third of our non-performing assets are
collateralized with inventory and receivables, giving us a lower charge-off
experience. But we're very pleased about where we are there.
So with regard to these two items, I think we've made great progress in
enhancing our position and building a moderate risk profile, and we're committed
to maintaining this moderate risk profile going forward.
Now, let me move from risk to the business mix that we have, which I believe is
a higher return business mix in the industry. We've built this business mix,
it's less capital intensive, and I believe it's a key differentiator and will be
over the long run. We've identified here on this chart the businesses based upon
their contribution to total business earnings. Now, the banking businesses
generate the largest proportion, and these deliver very strong risk-adjusted
returns and generate a great deal of cash flow that I'll talk about in a moment.
We also have a great mix of fee businesses capable of high returns and more
significant growth in the banking business. And most importantly, we're a
leading player in each one of these businesses. In each business we have the
scale, the technology and the people to compete across the board at each of
these businesses.
Now, moving forward, this slide really shows how the pieces fit together as
PNC's platform. You can see that we have an excellent liquidity position, a very
strong balance sheet. We have a more powerful business mix with a higher
percentage of fee income. We've got a great of capital flexibility. When we look
at these numbers we don't look at these numbers simply as an objective to be
realized, we look at these numbers as a platform upon which we build the
company. And what we have to do to build the company, we want to build a company
that has strong risk-adjusted returns and is positioned for growth. That's the
most important thing I think you probably want to talk about today, so let's
move forward and talk about growth.
These growth goals I think are ones that differentiate us in the marketplace.
The banking business, as I said, is the largest. We've been growing the regional
community bank in this range, actually in excess of this range over the last
three years. But when you look at the banking businesses, in the banking
business is PNC Advisors. PNC Advisors is our private bank, it's a very large
private bank, 85 percent fee driven, discretionary assets under management over
$50 billion. So when you look at the opportunity for the growth in the banking
business, we're assuming market growth at around seven percent, to the extent
that we're in periods of time when its in excess of that, I think you can
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see the banking business is moving in the higher range, or perhaps in excess of
the growth rates stated here.
The asset management processing businesses, we're talking about BlackRock and
PFPC. BlackRock has been in the 15+ range for a number of years, 11 percent so
far this year. And PFPC, we'll be talking specifically about the opportunities
there. They are moving very rapidly into this direction.
And capital management, when we look at the opportunity to reinvest the free
cash flow, our retail bank generates about $600 million, for example, in free
cash. We have the opportunity to buy back stock or reinvest in our businesses,
which we believe allows us to grow another one to three percent there, giving us
the 10 to 12 percent earnings per share growth rate during basic environments,
not including ones that might have a rapid market growth built into them.
Now how are we going to drive this growth, with or without massive economic
growth? And here are the key growth drivers. One, we have to continue expanding
our households, the demand deposits in the household space and cross over the
products. And we'll show you some items about that. We've got to grow our middle
market relationships. And we've got to improve the operating leverage of PNC
Advisors and PFPC, and continue to grow BlackRock. Those are the four key items.
It really comes down to acquiring, growing and retaining relationships. And
we'll talk about that in each one of the businesses.
Let's start with community banking. The goal here is to build a leading regional
community bank. I think we've made remarkable progress. We're really focused on
demand deposit accounts, the basic checking account. Why? Because the basic
checking account allows you to understand your customer, really be involved in
managing his or her cash, and more profitable accounts, and they stick - they
are more longer-term relationships. And then you can take that account which
causes the customer to deal with you all the time, and deepen those
relationships with other products.
You'll see how we're positioned to do that, and using checking account
households to gauge market share, I think we've had good success. You can see
the numbers here, we continue to grow these checking account relationships at
five percent so far this year, continuing a three-year trend that we've had. And
once we get them, we leverage our database. We have a single data warehouse for
all of our consumer customers, we leverage that across the board. 63 percent of
our customers use more than one service. Fee income and annuities are up
significantly this year, and the online banking penetration is up 23 percent in
the last twelve months. And those customers are more profitable, and they are
really sticking. Those of you who have tried to change your online banking
provider, I think you'll find it more difficult, especially if you have an
award-winning product like we do. It also allows us to really have a distinct
funding advantage when we fund our balance sheet with demand deposits.
Now, one of the things that our competitors don't talk about much is retention.
This is something that we've really focused on, and has worked exceedingly well.
I would actually challenge our competitors to really look - we have a
significant amount of information that would tell us that this is clearly a
best-in-class number. Why? Seven years ago we used Michael Porter's profit
chain,
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and the customer profit chain said employee satisfaction has a .9 r-squared to
customer satisfaction, and a .9 r-squared to people staying with you or doing
more business. We started that, we had a significant involvement, with 4,000
employees. Our employee satisfaction is at an all-time high today. Our customer
satisfaction, in particularly the retail bank, is at an all-time high, and we're
keeping more customers. And those employees have focused on what the customers
want, what's important to them, and it shows up in the retention number.
Another area that we've had success is home equity lending. We leveraged our
checking account base to deliver this strong home equity growth. This is not a
national business, it's not driven by mailings, it's driven by relationship
management. Eight out of ten have checking accounts with us, it's a very high
quality portfolio. And the most important thing about this portfolio is that
this is replacing other forms of consumer borrowing. So I think the growth rate
here will continue. It will have some impact when interest rates change, but the
consumer will continue to use home equity loans, so I think this can be
maintained, and we're focused on maintaining high-quality credit scores as well.
Now, when we look at this consumer model, we've built a back office that's
extremely flexible, and that's exactly what we had with the acquisition of
United National. Now let me talk to you for a second about this. We're very,
very excited about United National. Really it expands our franchise into a
wonderfully wealthy demographic area, and growing fast as well. As a matter of
fact, Somerset and Hunterdon counties, where United National has a significant
presence, are two of the most - two of the top 15 wealthy counties in the entire
United States. They've done a wonderful job in growing that company, they've got
a similar client focus. When we did our due diligence, almost 80 percent of
their products can be enhanced with our technology, and we can take out a
significant amount of cost. And on top of that, we believe it will be accretive
to earnings in the first year, so we think it's a transaction that really fits
the strategy, relatively small with relatively low risk integration as well.
Now let me move onto wholesale. We combine all of our real estate, corporate
banking and asset- based lending in this chart. This is a business that we've
downsized over the years. We took $55 billion worth of credit risk, mostly
wholesale type credit risk, out of this over a period of years. But the
downsizing is behind us and we're now growing the customer that we want to have,
that give us the kinds of returns that are important. We've established a client
-focused approach, and the middle market customers, particularly, are starting
to grow very nicely.
And why should we be successful in this space? One, we have a strong brand
presence in our region; two, we've got a very experienced team; and three,
specifically in the treasury management and capital markets areas we've built
products for those middle market customers, and they're growing very, very
nicely. And the volume - the pipeline - I would tell you today is stronger than
it's been probably in four or five years. So we're a market leader in the middle
market area and in the business credit area, and we see plenty of opportunity
for growth in both of these places. And as you saw from the balance sheet chart,
we've got plenty of liquidity strength in order to support these customers. Let
me move on now to three businesses that offer us excellent prospects for growth
and return - those being PNC Advisors, PFPC and BlackRock.
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The PNC Advisors has historically been a very strong business for us, but
clearly the last few years have been difficult because of the markets. It's one
of the largest private banks in our footprint, the total assets that they
oversee are $130 billion, $50 billion discretionary. It has 140 offices in 20
states. But we're now seeing a little change on the revenue side as well as the
expense side. And you're seeing that - you started to see that in the returns in
the second quarter.
Now the demographics of this business particularly excite me. When I talk to my
counterparts - and I say, "Well, you have all this wonderful population growth,"
their response to me is typically, "Yeah, but you have all the money, your
region." So when we look at the region, we have $1.7 trillion in investable
assets in the footprint, expected to grow nicely. We have 350,000 relationships
with clients with assets over $1 million, but we only manage - only 35,000 have
relationships with PNC Bank, and PNC Advisors. So it's a terrific opportunity to
grow.
When we look at the market share it's remarkably fragmented in our region. No
one has more than a three percent market share in the asset management side, so
there is a tremendous opportunity to leverage the relationships that we have, as
well as the relationships that we have with existing customers, never mind the
ones that already do business with PNC Advisors.
We've built a good management team, we're continuing to build on that. And we've
actually moved to an advisor-based program where it's an advisor of choice.
We've added hedge fund products and a number of other things, and I think when
you put this all together over the next two to three years, our customers will
receive improved performance, higher quality service and increased customer
satisfaction. And I'm confident really that this advice-based program will
really enhance the ability for this business to grow.
Now let me turn to PFPC. This is an attractive business, again hit by the
downturn. But it's really showing improving trends. Tim Shack took over 18
months ago as the CEO of this company, and his goal was to enhance the
technology platform, to re-energize the marketing group, and to really leverage
the technology on a more efficient basis than we had before. And how has he been
able to achieve that? You can see here - one of the things that you've seen in
the newspapers is new business. One of our competitors has spent a lot of time
talking about the new business that they added in the last couple of years. But
if you really look back over the last 12 months there's been two very large
pieces of business that changed - three very large pieces of businesses that
changed hands. We won two of them. We won the Armada Fund and we won the Wells
Fargo business. We recently saw an announcement about Eaton Vance, and there are
others that have been announced recently, and will continue to be turned around.
So we're very, very pleased with the marketing approach that we've been able to
achieve.
We've grown accounting and administration assets up to $618 billion, up 21
percent since year-end. Transferred accounts, transfer agency, again down
slightly because of the loss of one major account. But you'll see those numbers
continue to build as we integrate new clients. And we are the player - the
player - in the sub-accounting business, which is the fastest-growing business
in this space. And we continue to be encouraged by the pipeline.
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The other item here is efficiency. As I mentioned, we are recognized as having
the best technology platform, the marketing group is doing very well. Now what
about efficiencies? We told you at the beginning of the year we'd take $40
million worth of expense out, we will take over $50 million worth of expenses
out of this company. And that's not including the sale of the retirement
services business in the second quarter. Margins in the second quarter were 21
percent, up from 16 percent nine months ago. They will be up again. And
retirement services will help that, and I think that we're doing very well in
the front of marketing technology as well as efficiency at PFPC.
Now we'll finish the story with BlackRock, and this is - I mean this is just a
great story. I mean it's a fabulous story. The company has done extraordinarily
well. The second quarter net income up 11 percent year over year, assets 15
percent year over year, and the growth has been balanced across all of their
businesses. I know you'll hear more from Larry later this morning about this,
but the bottom line is this is a great company that's doing a great job, and
we've worked very closely with them to make sure that the team stays in place.
It's like your businesses, maintaining the best team. This is a human capital
business that's really important, and they've done a great job.
Before I close let me mention just a couple of other things, things that are
very important to the culture of PNC. One is expense management. I've said that
- we said at the beginning of the year we set a $100 million run rate goal to
take $100 million of expense out of the company. We've made strategic and
sustainable cuts, over 800 people since the beginning of this year, not
including the retirement services business. And I think we're well on the pace.
We will, by the end of this quarter, have completed enough cuts in order for us
to exceed the $100 million expense management item for the year.
Technology - we believe this is a true value differentiator. We have a single
database, we have a single data warehouse. Gartner rates our processing center
the number one processing center in the United States, and our call center has
received awards. I know every CEO says that his technology or her technology is
the best, but last week, Information Week just announced yet again that we won
another business technology award as the top financial services company. So I
think the third party is the best place to go for that.
And people - people are the most important things. We have in the company 23,500
people who have done and extraordinary job over the last 12 months, and employee
satisfaction is something we focus on and we benchmark, and it's higher - it's
meaningfully higher - than the benchmarks we can find. But I think one of the
things that our employees have done that show that they are really committed is
that over the past 12 months 80 percent of our non-sales employees have
delivered new business to the community bank.
We have an initiative called the Chairman's Challenge. These people said
"Delivering value to this company is more important than just what I do, I'm
going to go out and bring in new customers." And we're on our way this year that
we have - this is our third program of Chairman's Challenge, and each one has
been larger than the others. So the employees are really committed not only in
the customer satisfaction mode but also now bringing in new business.
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So let me just finalize for you. We are focused on creating value for the
company. We've been very successful I think in achieving a moderate risk profile
that we think bodes well for returns and consistency over the long run. We've
built a business mix that's different than our peers. I believe our business mix
has the ability to deliver stronger returns in difficult environments, and in a
more robust economic environment I believe the business mix that we have will
deliver stronger growth as well as returns over the long run.
So I'd be more than happy to answer any of your questions about where we're
going.
BROCK VANDERVLIET, LEHMAN BROTHERS: Jim, why don't I start off? As the United
National transaction highlighted, you've certainly got a number of different
business lines. How do you look at - given a finite amount of resources - what
would you like to be investing in? And as a second part, where do you think that
your business mix pie chart goes in 3 to 5 years?
JIM ROHR, PNC: I think the opportunities really are different, Brock. When we
look at the banking business, first of all, United National was a transaction
that we had been talking to them for two years. If you look at the way that we
built New Jersey - which is a very attractive marketplace -we acquired the
Chemical branches in southern Jersey, then we acquired Midlantic, and we really
don't have a predominant space in the north central New Jersey, and northern New
Jersey. United National allows us to add onto that franchise very simply, right
on top of where we are today. And with the announcement that we made with Stop &
Shop, with 40 stores going in in the next three years, it would really give us
an excellent presence in a very, very wealthy community, and a nicely growing
community as well. The average household income in that region is 50 percent
higher than it is across the PNC footprint. So it's a very attractive
marketplace. And I think small fill-in acquisitions like that, and the community
bank and the retail bank, I think, make a lot of sense, where you can take the
cost out and add value with your products right away.
In terms of PFPC, we are the largest transfer agent for mutual funds, and we're
the second largest fund accountants, so large acquisitions in the PFPC side
really aren't available or appropriate. But, small products might be added onto
their program.
And BlackRock, Larry has - we've looked at lots and lots of different asset
managers over the last couple of years. And frankly, Larry has built - has
really built - that business by acquiring people rather than companies. And
that's proven to be much more economic as well as lower risk. So I think we'll
continue to build all three of those areas, Brock.
BROCK VANDERVLIET, LEHMAN BROTHERS: Why don't we open it up for some questions?
JIM ROHR, PNC: Well, it's 7:45 in the morning. We should have had Starbucks
outside. Yes, sir?
[Question Inaudible]
JIM ROHR, PNC: I think, first of all, we've been taking loans down for the last
three or four years,
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and exiting a number of customers. In the last couple of years there's been
virtually no loan demand. We're just starting to see, we're just starting to
see, signs where our customers are making changes on investments and seeing a
modest amount of loan demand, but in terms of treasury management and capital
markets, we're seeing a lot more activity in that space as well. People making -
I guess someone mentioned a little earlier, maybe it was you, Brock, but CEOs
making decisions about buying things and investing in things that they weren't
doing a year ago. We have not seen robust loan growth, but we're in discussions
with people who are starting to put things up - early stages. Yes, sir?
[Question inaudible]
JIM ROHR, PNC: I think the - in terms of the regulatory agreements, we're in
complete compliance with those agreements. And quite frankly, I think they've
helped us build our risk management system probably better and more rapidly than
we had in the past. So you know, we continue to cooperate with the regulators as
we always will. But we're in complete agreement with those regulatory
agreements.
By the way, they have no impact on our ability to do business either. They are
more focused in the risk management area. I think the risk management place, as
I said, I think we are pretty close to best in class in that space. And I think
really the issue for us over the next couple of years is growth. I think we
built the platform that we reflected for you here, and I think we just have to
keep growing our business. And that's where the management will be spending a
great deal of their time.
Any other questions?
Yes, ma'am?
[Question inaudible]
JIM ROHR, PNC: Yes, I think the credit quality numbers that we showed here, we
expect those numbers to remain stable for the remainder of the year.
BROCK VANDERVLIET, LEHMAN BROTHERS: Jim, you made a comment during your
presentation about the boundaries in the business and how you look at risk.
Could you kind of flesh that out a little bit more?
JIM ROHR, PNC: I think that, you know, risk is a relative item, but I think you
have to really make sure that you get paid for the risk you take. And Bill spent
a lot of time talking about risk. Bill, why don't you comment on the risk?
BILL DEMCHAK, PNC: I'm not sure exactly where you were going with the question,
Brock, but generically we talk about getting paid for the risks, it's pretty
straightforward. We make sure that across a client relationship the capital that
we deploy against that client, whether in credit or other form, that we're
getting paid at a market rate for, and that the fees that we get from all the
different
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activities we get from different clients pay us the required return on
our capital that we're investing. And we're very diligent about it. We have
relationship value calculators client by client that measure the value, the
return on capital that we get per client relationship. And to the extent that
we're not at the hurdle, the relationship manager is on the hook to make sure
that we change that.
BROCK VANDERVLIET, LEHMAN BROTHERS: And how has that changed since you joined?
BILL DEMCHAK, PNC: Well, it was - I certainly can't take credit for that, it was
something that was sort of in the works when I arrived. And through the course
of the last year the biggest change has just been implementation. There's lots
of systems work that needs done, there's education of relationship managers and
credit people. You know, we have 23,500 employees that we basically roll these
decision-making tools out to and they have to know how to use them. And we need
to integrate it back into a central location so we can measure the value of our
client relationships as a whole. But, you know, it's been ongoing for the better
part of a year.
BROCK VANDERVLIET, LEHMAN BROTHERS: Yes, sir?
[Question inaudible]
JIM ROHR, PNC: I think the philosophy about the interrelationship with BlackRock
is to make sure that we have market-related fees. And we made some changes a
year ago about those market-related fees, and we continue to look at them all
the time in terms of making sure that the services that BlackRock provides PNC
and vice versa are really driven by market forces. But the changes we made a
year ago were changes basically that reflected the change in the fees and the
marketplace.
[Question inaudible]
JIM ROHR, PNC: Well, I'll let Bill talk to you. He's the FIN 46 expert.
BILL DEMCHAK, PNC: There's three different line items that were related to FIN
46. The first was the trust preferred where FIN 46 perversely actually caused
those deals to be deconsolidated when before they were consolidated. The end
result of that is that it shows up in our margin, and that will be a decrease in
the percentage margin, not an income of roughly 10 basis points. So that one is
done and will stay there.
The other two are our conduit businesses and our CDO business within BlackRock.
And both of those are a bit up in the air, not because of PNC, but because of
the interpretation of FIN 46 and FASB continued work on guidance. We think that,
at least with respect to the conduit, we continue to work towards a
restructuring solution that would leave it off the balance sheet. Having said
that, we did, as we had to, consolidate it through the quarter. So on an average
basis it will impact our margin even if we have it deconsolidated at the end of
the third quarter.
So there's a lot up in the air. What I would say is my guess is by the end of
the year both the CDO issue with BlackRock and the conduit issue will be
resolved one way or the other. And it's an industry coupled with FASB, coupled
with SEC, still scrambling to get interpretation on some of
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these things. I should just mention, with respect to the CDOs at BlackRock, this
is an issue of consolidation where we have no residual risk to the CDOs, it's
simply because we manage them and have steady state fees, and those fees are the
largest portion of return going to anybody because it's so well distributed. So
it's kind of a nonsensical answer, which is why we think ultimately they'll be a
favorable interpretation of whether that needs to be consolidated or not. For
now it could be as much as 25, we just count everything that could be 25, and
it's accounting-related, it's not income-related.
[Question inaudible]
BILL DEMCHAK, PNC: Yes, we will. One thing that 46 has done a good job of is
within the footnote, full disclosure of exactly what everything is and why. So
we'll make sure that we do that.
JIM ROHR, PNC: Yes, Frank?
[Question inaudible]
JIM ROHR, PNC: I think we look at both of those issues. The Board looks at both
of those issues. We have - today we have one of the highest yielding returns in
the entire industry. And with the risk profile we have, we find it to be a
particularly good return. And we have a payout ratio right around 50 percent
right now, so I think the interesting thing to us is that I thought this tax
advantage would cause high-yield dividend payers to do a little better than
stock prices. Actually it hasn't been the case, as you know. But to the extent
that that might be the case, I think the Board might look more favorably on
dividends, but right now I think we are going to continue to execute on the
share buyback that the Board voted to approve.
Other questions?
BROCK VANDERVLIET, LEHMAN BROTHERS: That's it. Please join me in thanking
[inaudible].
JIM ROHR, PNC: Thank you very, very much.
END OF TRANSCRIPT
PROXY STATEMENT/PROSPECTUS INFORMATION
The PNC Financial Services Group, Inc. and United National Bancorp will be
filing a proxy statement/ prospectus and other relevant documents concerning the
merger with the United States Securities and Exchange Commission (the "SEC"). WE
URGE INVESTORS TO READ THE PROXY STATEMENT/ PROSPECTUS AND ANY OTHER DOCUMENTS
TO BE FILED WITH THE SEC IN CONNECTION WITH THE MERGER OR INCORPORATED BY
REFERENCE IN THE PROXY STATEMENT/ PROSPECTUS, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Investors will be able to obtain these documents free of
charge at the SEC's web site (www.sec.gov). In addition, documents filed with
the SEC by The PNC Financial Services
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Group, Inc. will be available free of charge from Shareholder Services at (800)
982-7652. Documents filed with the SEC by United National Bancorp will be
available free of charge from Shareholder Relations at (908) 429-2406. The
directors, executive officers, and certain other members of management of United
National Bancorp may be soliciting proxies in favor of the merger from its
shareholders. For information about these directors, executive officers, and
members of management, shareholders are asked to refer to United National
Bancorp's most recent annual meeting proxy statement, which is available on
United National Bancorp's web site and at the addresses provided in the
preceding paragraph.
FORWARD-LOOKING INFORMATION
--------------------------------------------------------------------------------
This presentation contains forward-looking statements with respect to PNC's
outlook or expectations with respect to the Planned acquisition of United
National, the expected costs to be incurred in connection with the acquisition,
United National's future performance, and the consequences of the integration of
United National into PNC. Forward-looking statements are subject to numerous
assumptions, risks and uncertainties, which change over time. The
forward-looking statements in this presentation speak only as of the date of
this presentation, and PNC assumes no duty and does not undertake to update
them.
In addition to factors previously disclosed in PNC's SEC reports (accessible on
the SEC's website at www.sec.gov and on PNC's website at www.pnc.com) applicable
to PNC's business generally (including, upon the acquisition, those aspects
currently operated by United National), the forward-looking statements in this
presentation are subject to the following risks and uncertainties:
o Completion of the transaction is dependent on, among other things,
receipt of stockholder and regulatory approvals, the timing of which
cannot be predicted with precision at this point and which may not be
received at all.
o The transaction may be materially more expensive to complete than
anticipated, as a result of unexpected factors or events.
o The integration of United National's business and operations into
PNC, which will include conversion of United National's different
systems and procedures, may take longer than anticipated or be more
costly than anticipated or have unanticipated adverse results relating
to United National's or PNC's existing businesses.
o The anticipated cost savings of the acquisition may take longer to
be realized or may not be achieved in their entirety.
o The anticipated benefits to PNC are dependent in part on United
National's business performance in the future, and there can be no
assurance as to actual future results, which could be impacted by
various factors, including the risks and uncertainties generally
related to PNC's and United National's performance (with respect to
United National, see United National's SEC reports, also accessible on
the SEC's website) or due to factors related to the acquisition of
United National and the process of integrating it into PNC.
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