UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001
COMMISSION FILE NUMBER 1-9718
THE PNC FINANCIAL SERVICES GROUP, INC.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 25-1435979
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
ONE PNC PLAZA
249 FIFTH AVENUE
PITTSBURGH, PENNSYLVANIA 15222-2707
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
Registrant's telephone number, including area code - (412) 762-1553
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Securities registered pursuant to Section 12(b) of the Act:
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Name of Each Exchange
Title of Each Class on Which Registered
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COMMON STOCK, PAR VALUE $5.00 New York Stock Exchange
$1.60 CUMULATIVE CONVERTIBLE PREFERRED STOCK-SERIES C, PAR VALUE $1.00 New York Stock Exchange
$1.80 CUMULATIVE CONVERTIBLE PREFERRED STOCK-SERIES D, PAR VALUE $1.00 New York Stock Exchange
SERIES G JUNIOR PARTICIPATING PREFERRED SHARE PURCHASE RIGHTS New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
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$1.80 CUMULATIVE CONVERTIBLE PREFERRED STOCK -
SERIES A, PAR VALUE $1.00
$1.80 CUMULATIVE CONVERTIBLE
PREFERRED STOCK - SERIES B, PAR VALUE $1.00
8.25% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2008
This Amendment No. 1 on Form 10-K/A ("Amendment No. 1") amends Item 13 of the
Annual Report on Form 10-K (the "Original Form 10-K") filed March 29, 2002, on
behalf of the Registrant. Item 13 of the Original Form 10-K is hereby amended
to add the following supplemental information:
Item 13. Certain Relationships and Related Transactions
As described in the proxy statement for The PNC Financial Services
Group, Inc. ("PNC") 2002 annual meeting of shareholders, there are no family
relationships, as defined in the SEC's rules, between any executive officer or
director of PNC and any other executive officer or director of PNC. As also
described in the proxy statement, there are certain family members of directors
and officers who are employed in other capacities by PNC subsidiaries and these
employees participate in compensation and incentive plans or arrangements on the
same basis as other similarly situated employees.
PNC is providing the following information to supplement the
information in the proxy statement:
Norma Hajduk, a Senior Vice President of Hilliard Lyons and Director of
Market Sales for PNC Investments, is the sister of Timothy G. Shack, Group
Executive and Chief Information Officer of PNC. In 2001, Ms. Hajduk received
salary of $210,000 and bonuses of $40,313.
Cheryl Kraft, a Vice President and program operations manager in the
Regional Community Bank, is the sister-in-law of Joseph C. Guyaux, President of
PNC. In 2001, Ms. Kraft received salary of $60,255 and a bonus of $1,500 and
received options granted under PNC's 1997 Long-Term Incentive Award Plan to
purchase 500 shares of PNC common stock at an exercise price of $74.59 per
share.
Thomas H. O'Brien, Jr., a Vice President and senior investment
associate of PNC Equity Management Corp., a PNC subsidiary engaged in private
equity activities ("EMC"), is the son of Thomas H. O'Brien, a director and
former chief executive officer of PNC. In 2001, Mr. O'Brien, Jr. received total
cash compensation of $180,000 in addition to the incentives described below. He
also participated in various incentive programs, including certain leveraged
equity co-investment plans that allow certain employees of EMC to co-invest with
PNC in private equity transactions through employee partnerships that borrow
from a PNC subsidiary 99% of the funds to be invested (the "Co-Investment
Plans") and certain carried interest plans pursuant to which employees invest in
the general partners of certain investment partnerships that EMC has established
and share in the investment returns, profits and, in one case, fees earned by
those general partners (the "Carried Interest Plans"). These programs were
implemented beginning in 1998 and generally contain features utilized in plans
of other financial services firms. Mr. O'Brien, Jr. has committed to contribute
an aggregate of $21,757 under the Co-Investment Plans (of which 63% has been
invested as of June 30, 2002), had an aggregate pro rata share of loans
outstanding to the partnerships under the Co-Investment Plans of $1,205,379 as
of June 30, 2002 (with a weighted average interest rate of 4.8%), and received
distributions of approximately $930 from the co-investment partnerships during
2001. The highest balance during 2001 of his pro rata share of such loans was
$1,188,496. Under certain circumstances, there may be limited recourse to the
participating employees with respect to the loans to the partnerships. Recourse
to Mr. O'Brien, Jr., if any, under those circumstances would not exceed $439,578
as of June 30, 2002, and the highest such recourse amount during 2001 was
$509,755. Mr. O'Brien, Jr. has committed to contribute an aggregate of $117,871
under the Carried Interest Plans (of which 18% has been invested as of June 30,
2002) and he received aggregate distributions of $55,685 during 2001 pursuant to
such plans.
Jeffrey Troutman, a Vice President and a sales manager for PNC's
Treasury Management business, is the son-in-law of Thomas H. O'Brien, a director
and former chief executive officer of PNC. In 2001, Mr. Troutman received salary
of $85,677 and bonuses of $48,596.
Each of the foregoing individuals also participates in other customary
employee benefit plans and programs.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Amendment No. 1 to be signed on its behalf by
the undersigned, thereunto duly authorized.
THE PNC FINANCIAL SERVICES GROUP, INC.
(Registrant)
By: /s/ Robert L. Haunschild
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Robert L. Haunschild
Senior Vice President and
Chief Financial Officer
August 14, 2002
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