PNC » Topics » Item 2.01 Completion of Acquisition or Disposition of Assets.

This excerpt taken from the PNC 8-K filed Mar 8, 2007.

Item 2.01 Completion of Acquisition or Disposition of Assets.

     On March 2, 2007 at 11:59 p.m., pursuant to the terms and conditions of the Agreement and Plan of Merger, dated as of October 8, 2006 (the “Merger Agreement”), between Mercantile Bankshares Corporation (“Mercantile”) and The PNC Financial Services Group, Inc. (“PNC”), Mercantile and PNC completed the merger (the “Merger”) in which Mercantile merged with and into PNC, with PNC as the surviving corporation.

     Pursuant to the Merger Agreement, each share of Mercantile common stock outstanding at the effective time of the Merger was converted into the right to receive 0.4184 of a share of PNC common stock and $16.45 in cash, without interest, (collectively, “the Merger Consideration”). Each outstanding option to purchase shares of Mercantile common stock, whether vested or not, was cancelled at the effective time of the Merger in exchange for the right to receive a lump sum cash payment equal to the excess of the cash equivalent of the Merger Consideration over the exercise price per share of the option, subject to the terms of the Merger Agreement. Each outstanding restricted share and restricted stock unit of Mercantile common stock, whether vested or not, was cancelled at the effective time of the merger and converted into the right to receive, without restrictions, the Merger Consideration. Each phantom stock unit with respect to Mercantile common stock ceased to represent rights with respect to Mercantile common stock at the time of the Merger and was converted into the right to receive either the cash equivalent of the Merger Consideration, the Merger Consideration, or a number of phantom stock units of PNC based on the implied exchange ratio in the Merger, subject to the terms of the Merger Agreement. PNC will pay an aggregate of approximately $6 billion in PNC common stock and cash to Mercantile stockholders.

     This description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1 to this report and is incorporated herein by reference.

  Item 9.01 Financial Statements and Exhibits.

  (d) Exhibits

  The following exhibits are filed herewith:

Exhibit No.   Description of Exhibit

 
2.1   Agreement and Plan of Merger, dated as of October 8, 2006, between Mercantile Bankshares Corporation and The PNC 
    Financial Services Group, Inc. (incorporated by reference from PNC’s Current Report on Form 8-K filed on October 10, 2006).
   
   

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SIGNATURES

     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 thereunto duly authorized.

Date: March 8, 2007

  THE PNC FINANCIAL SERVICES GROUP, INC.
        /s/ Samuel R. Patterson                                
                                                                                              Name: Samuel R. Patterson
  Title:   Controller

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EXHIBIT INDEX

Exhibit No.   Description of Exhibit

 
2.1   Agreement and Plan of Merger, dated as of October 8, 2006, between Mercantile Bankshares Corporation and The PNC 
    Financial Services Group, Inc. (incorporated by reference from PNC’s Current Report on Form 8-K filed on October 10, 2006).
     
   


This excerpt taken from the PNC 8-K filed Oct 5, 2006.

Item 2.01 Completion of Acquisition or Disposition of Assets.

As previously reported, in February 2006, BlackRock, Inc. (“BlackRock”), then a majority-owned subsidiary of The PNC Financial Services Group, Inc. (“PNC” or the “Corporation”), and Merrill Lynch entered into a definitive agreement pursuant to which Merrill Lynch agreed to contribute its investment management business (“MLIM”) to BlackRock in exchange for 65 million shares of newly issued BlackRock common and preferred stock. This transaction closed on September 29, 2006. Immediately following the closing, PNC continued to own approximately 44 million shares of BlackRock common stock, now representing an ownership interest of approximately 34% of the combined company (as compared with 69% immediately prior to the closing).

EXCERPTS ON THIS PAGE:

8-K
Mar 8, 2007
8-K
Oct 5, 2006
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