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PNC > SEC Filings for PNC > Form 8-K on 23-Dec-2008All Recent SEC Filings

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Form 8-K for PNC FINANCIAL SERVICES GROUP INC


23-Dec-2008

Other Events


Item 8.01 Other Events.

On December 23, 2008, The PNC Financial Services Group, Inc. ("PNC") held a special shareholders meeting at which its shareholders approved the issuance of PNC common stock in connection with the merger of National City Corporation ("National City") with and into PNC. In a separate meeting on December 23, 2008, National City stockholders approved the acquisition, which is expected to close on December 31, 2008. Both shareholder groups approved the transaction by a substantial margin. Attached to this Report as Exhibit 99.1 and filed herewith are the electronic presentation slides which were posted on PNC's web site on December 23, 2008 and used in connection with the special shareholders meeting.

Additional Information about the Merger and Where to Find It

The proposed merger will be submitted to National City's and PNC's shareholders for their consideration. PNC has filed a Registration Statement on Form S-4 with the Securities and Exchange Commission (the "SEC"), which includes a joint proxy statement/prospectus of PNC and National City that also constitutes a prospectus of PNC. PNC and National City have mailed the joint proxy statement/prospectus to their respective shareholders, and each of the companies plans to file with the SEC other relevant documents concerning the proposed merger. Shareholders and other investors are urged to read the joint proxy statement/prospectus (which was first mailed to PNC and National City shareholders on or about November 24, 2008) as well as any other relevant documents to be filed with the SEC in connection with the proposed merger or incorporated by reference into the joint proxy statement/prospectus (and any amendments or supplements to those documents), because they will contain important information. You may obtain a free copy of these documents, as well as other filings containing information about National City and PNC, at the SEC's website (www.sec.gov) and at the companies' respective websites, http://www.nationalcity.com/investorrelations and http://www.pnc.com/secfilings. Copies of these documents and the SEC filings incorporated by reference in the joint proxy statement/prospectus can also be obtained, free of charge, by directing a request to Jill Hennessey, National City Corporation, Senior Vice President, Investor Relations, Department 2229, P.O. Box 5756, Cleveland, OH 44101-0756, (800) 622-4204; or to PNC Shareholder Relations at (800) 843-2206 or via e-mail at investor.relations@pnc.com.

National City and PNC and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of PNC or National City in connection with the proposed merger. Information about the directors and executive officers of National City is set forth in the proxy statement for National City's 2008 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 7, 2008. Information about the directors and executive officers of PNC is set forth in the proxy statement for PNC's 2008 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 28, 2008. Additional information regarding the interests of those participants and other persons who may be deemed participants in the merger may be obtained by reading the joint proxy statement/prospectus. You may obtain free copies of these documents as described in the preceding paragraph.


Item 9.01 Exhibits.

(d) Exhibits

The exhibit listed on the Exhibit Index accompanying this Form 8-K is filed herewith.


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