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| PNC > SEC Filings for PNC > Form 8-K on 24-Dec-2008 | All Recent SEC Filings |
24-Dec-2008
Other Events, Financial Statements and Exhibits
On December 16, 2008 , PNC Funding Corp ("Funding"), an indirect, wholly owned subsidiary of The PNC Financial Services Group, Inc. (the "Corporation") entered into the Master Agreement under the Federal Deposit Insurance Corporation's Temporary Liquidity Guarantee Program - Debt Guarantee Program (the "TLGP Program") with the Federal Deposit Insurance Corporation ("FDIC"). Additionally, on December 16, 2008 Funding and the Company entered into an Affiliate Debt Guarantee Agreement with the FDIC.
On December 22, 2008, Funding Corp completed the public offer and sale of $400,000,000 aggregate principal amount of its Floating Rate Senior Notes due 2011, $500,000,000 aggregate principal amount of its 1.875% Senior Notes due 2011 and $2,000,000,000 aggregate principal amount of its 2.300% Senior Notes due 2012 (the "Senior Notes"), unconditionally guaranteed by the Corporation (the "Guarantees"). Each series of Senior Notes is guaranteed by the FDIC under the TLGP Program. The Senior Notes were sold pursuant to an Underwriting Agreement dated December 17, 2008 (the "Underwriting Agreement") by and among Funding, the Corporation, Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as Representatives of the several Underwriters named therein. The Underwriting Agreement is attached to this Current Report on Form 8-K as Exhibit 1.1 and is incorporated into this Item 8.01 by reference. The Notes were issued pursuant to a Registration Statement on Form S-3 (Nos. 333-139912 and 333-139912-01), initially filed with the Securities and Exchange Commission (the "SEC") on January 11, 2007 and effective immediately upon filing (the "Registration Statement").
In connection with the offering, Funding, the Corporation and The Bank of New York Mellon (the "Trustee") entered into a Third and Fourth Supplemental Indenture, each dated as of December 19, 2008 (the "Supplemental Indentures") to the Indenture dated as of December 1, 1991, as amended by a Supplemental Indenture dated as of February 15, 1993, among Funding, the Corporation and the Trustee. The Supplemental Indentures are attached to this Current Report on Form 8-K as Exhibits 4.1 and 4.2 and are incorporated into this Item 8.01 by reference.
The forms of the Senior Notes are attached to this Current Report on Form 8-K as
Exhibits 4.3., 4.4 and 4.5. The forms of the related Guarantee for the Senior
Notes are attached to this Current Report on Form 8-K as Exhibits 4.6, 4.7 and
4.8. These Exhibits are incorporated into this item 8.01 by reference.
This Current Report on Form 8-K is being filed for the purpose of filing the attached documents in connection with the issuance of the Senior Notes as exhibits to the Registration Statement and such exhibits are hereby incorporated by reference into the Registration Statement.
(d) Exhibits.
The following exhibits are filed herewith:
Exhibit No. Description
1.1 Underwriting Agreement, dated as of December 17, 2008, by and among PNC
Funding Corp, The PNC Financial Services Group, Inc., Citigroup Global
Markets Inc. and J.P. Morgan Securities Inc., as Representatives of the
several Underwriters named therein.
4.1 Third Supplemental Indenture, dated as of December 19, 2008, by and
among PNC Funding Corp, The PNC Financial Services Group, Inc. and The
Bank of New York Mellon, as Trustee.
4.2 Fourth Supplemental Indenture, dated as of December 19, 2008, by and
among PNC Funding Corp, The PNC Financial Services Group, Inc. and The
Bank of New York Mellon, as Trustee.
4.3 Form of Floating Rate Senior Notes due 2011.
4.4 Form of 1.875% Fixed Rate Senior Notes due 2011.
4.5 Form of 2.300% Fixed Rate Senior Notes due 2012.
4.6 Form of Guarantee related to Floating Rate Senior Notes due 2011.
4.7 Form of Guarantee related to 1.875% Fixed Rate Senior Notes due 2011.
4.8 Form of Guarantee related to 2.300% Fixed Rate Senior Notes due 2012.
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