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
FEBRUARY 15, 2006
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 001-09718
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, including zip code)
(412) 762-2000
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On February 15, 2006, The PNC Financial Services Group, Inc. (the
"Corporation") entered into (i) a First Amendment (the "Share Surrender
Agreement Amendment"), among the Corporation, PNC Bancorp, Inc. (as successor in
interest to PNC Asset Management, Inc.), and BlackRock, Inc. ("BlackRock"), to
the Share Surrender Agreement, dated as of October 10, 2002, by and among the
Corporation, BlackRock and PNC Asset Management, Inc., and (ii) an
Implementation and Stockholder Agreement (the "Stockholder Agreement") among
the Corporation, BlackRock and New Boise, Inc ("New BlackRock"). Each of the
Share Surrender Agreement Amendment and the Stockholder Agreement was entered
into in connection with the entry, also on February 15, 2006, by BlackRock, New
BlackRock and Boise Merger Sub, Inc. into a Transaction Agreement and Plan of
Merger (the "Transaction Agreement") with Merrill Lynch & Co., Inc. ("Merrill
Lynch").
The Transaction Agreement provides for BlackRock's acquisition of
Merrill Lynch's investment management business and the issuance to Merrill Lynch
of 65 million shares of capital stock of New BlackRock, subject to adjustment,
which shall be divided between shares of New BlackRock common stock and shares
of series A non-voting participating preferred stock such that, after the
consummation of the transactions contemplated under the Transaction Agreement
(the "BlackRock Transaction"), Merrill Lynch will hold no more than 45% of the
voting power of New BlackRock and no more than 49.8% of the total issued and
outstanding capital stock of New BlackRock.
The Share Surrender Agreement Amendment, among other things, reaffirms
the Corporation's obligation under the original Share Surrender Agreement to
make available a number of its BlackRock shares (and, following the completion
of the BlackRock Transaction, New BlackRock shares) in order to fund certain
awards to BlackRock employees under BlackRock's 2002 Long-Term Retention and
Incentive Plan, and amends certain of the terms of the original Share Surrender
Agreement pursuant to which shares will be made available in connection with
future long-term incentive programs.
The Stockholder Agreement sets forth governance and voting rights and
obligations, and certain transfer restrictions, of the Corporation with respect
to its beneficially owned New BlackRock common stock following the completion of
the BlackRock Transaction. Also, the Corporation agreed in the Stockholder
Agreement to certain changes to the BlackRock board of directors necessary to
consummate the BlackRock Transaction, as well as limits on the Corporation's
ability to acquire additional shares of New BlackRock common stock and to take
certain other related actions following the completion of the BlackRock
Transaction. Also under the terms of the Stockholder Agreement, the Corporation
has agreed to terminate, effective immediately prior to the closing of the
BlackRock Transaction, each of its existing Amended and Restated Stockholders
Agreement, as amended, dated September 30, 1999, among BlackRock, PNC Asset
Management, Inc. and the other parties thereto, and the Initial Public Offering
Agreement, as amended, dated September 30, 1999, among BlackRock, the
Corporation (formerly known as PNC Bank Corp.) and PNC Asset Management, Inc.
The foregoing descriptions of the Transaction Agreement, the Share
Surrender Agreement Amendment and the Stockholder Agreement are qualified in
their entirety by reference to the Transaction Agreement, the Share Surrender
Agreement Amendment, and the Stockholder Agreement, copies of which are filed
herewith as Exhibits 99.1, 99.2 and 99.3, respectively, and are incorporated
herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
99.1 Transaction Agreement and Plan of Merger, dated as of
February 15, 2006, by and among Merrill Lynch & Co., Inc.,
BlackRock, Inc., New Boise, Inc. and Boise Merger Sub, Inc.
(incorporated by reference to Exhibit 2.1 to the Current
Report on Form 8-K of BlackRock, Inc., filed February 22,
2006)
99.2 First Amendment, dated as of February 15, 2006, to the Share
Surrender Agreement among The PNC Financial Services Group,
Inc., PNC Bancorp, Inc., and BlackRock, Inc. (incorporated by
reference to Exhibit 10.3 to the Current Report on Form 8-K
of BlackRock, Inc., filed February 22, 2006)
99.3 Implementation and Stockholder Agreement, dated as of
February 15, 2006, among The PNC Financial Services Group,
Inc., BlackRock, Inc. and New Boise, Inc. (incorporated by
reference to Exhibit 10.1 to the Current Report on Form 8-K
of BlackRock, Inc., filed February 22, 2006)
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
-------------------------
Samuel R. Patterson
Date: February 22, 2006 CONTROLLER
EXHIBIT INDEX
Exhibit Number Description of Exhibits
99.1 Transaction Agreement and Plan of Merger, dated as of
February 15, 2006, by and among Merrill Lynch & Co.,
Inc., BlackRock, Inc., New Boise, Inc. and Boise Merger
Sub, Inc. (incorporated by reference to Exhibit 2.1 to
the Current Report on Form 8-K of BlackRock, Inc., filed
February 22, 2006)
99.2 First Amendment, dated as of February 15, 2006, to the
Share Surrender Agreement among The PNC Financial
Services Group, Inc., PNC Bancorp, Inc., and BlackRock,
Inc. (incorporated by reference to Exhibit 10.3 to the
Current Report on Form 8-K of BlackRock, Inc., filed
February 22, 2006)
99.3 Implementation and Stockholder Agreement, dated as of
February 15, 2006, among The PNC Financial Services
Group, Inc., BlackRock, Inc. and New Boise, Inc.
(incorporated by reference to Exhibit 10.1 to the
Current Report on Form 8-K of BlackRock, Inc., filed
February 22, 2006)