Summary
This 8-K filing from The PNC Financial Services Group, Inc. (PNC) on January 24, 2007, primarily serves to disclose information related to an ongoing or potential future registration statement. It includes the audited financial statements of Mercantile Bankshares Corporation for its 2005 fiscal year, furnished as an exhibit. Additionally, the report includes the consent of PricewaterhouseCoopers LLP, filed as an exhibit for inclusion in a registration statement on Form S-3. These filings are procedural and provide supporting documentation rather than announcing new operational or financial developments for PNC itself.
Key Highlights
- 1PNC furnished the audited 2005 financial statements of Mercantile Bankshares Corporation.
- 2The financial statements are included as Exhibit 99.1 to this 8-K filing.
- 3PNC filed the consent of PricewaterhouseCoopers LLP as Exhibit 23.1.
- 4The PricewaterhouseCoopers LLP consent is intended for inclusion in PNC's Form S-3 registration statement.
- 5This filing is largely procedural, related to supporting documentation for a registration statement.
- 6The furnished information is not deemed 'filed' for Section 18 of the Exchange Act purposes, limiting liability.
- 7The filing date was January 24, 2007, with the event date noted as January 23, 2007.
Frequently Asked Questions
The main purpose of this 8-K filing is procedural. It serves to furnish audited financial statements for Mercantile Bankshares Corporation (2005 fiscal year) and to file the consent of PricewaterhouseCoopers LLP for inclusion in PNC's registration statement on Form S-3.
No, this filing does not announce any new financial performance results or strategic changes for PNC. It is focused on providing supporting documentation related to a registration statement and previously reported financial information for Mercantile Bankshares Corporation.
Furnishing the Mercantile Bankshares Corporation financials, which are from their 2005 annual report, is likely in support of the Form S-3 registration statement. This provides investors and regulators with historical financial data of an acquired entity or a subsidiary that may be relevant to the securities being registered.
When information is 'furnished' rather than 'filed' under Regulation FD, it generally means that the company is providing the information publicly but is not subject to the same stringent liability provisions (like Section 18 of the Exchange Act) as if it were officially 'filed' as part of a registration statement or periodic report. This offers a degree of protection to the registrant.