PNC Bank 2008 Annual Report Download - page 147

directors of National City. As amended, this lawsuit
is being brought as a class action on behalf of
purchasers of National City’s stock during the period
April 30, 2007 to April 21, 2008 and also on behalf
of everyone who acquired National City stock
pursuant to a registration statement filed in
connection with its acquisition of MAF Bancorp in
2007. The complaint alleges violations of federal
securities laws regarding public statements and
disclosures. A motion to dismiss the complaint is
pending.
• In April 2008, a lawsuit was filed in the Cuyahoga
County, Ohio, Court of Common Pleas against
National City, certain officers and directors of
National City, and its auditor, Ernst & Young, LLP.
The complaint was brought as a class action on
behalf of all current and former National City
employees who acquired stock pursuant to and/or
traceable to a December 1, 2006 registration
statement filed in connection with the acquisition of
Harbor Federal Savings Bank and who were
participants in the Harbor Bank Employees Stock
Ownership Plan and the Harbor Bank Stock Incentive
Plan. The plaintiffs allege that the registration
statement contained false and misleading statements
and omissions in violation of the federal securities
laws. Defendants removed the case to the United
States District Court for the Northern District of Ohio
and filed a motion to dismiss the complaint. The
federal court has subsequently remanded the case
back to the Ohio state court.
• In May 2008, a lawsuit was filed on behalf of an
individual plaintiff in the Franklin County, Ohio,
Court of Common Pleas against National City,
certain directors of National City, and Corsair
Co-Invest, L.P. and unnamed other investors
participating in the April 2008 capital infusion into
National City alleging that National City’s directors
breached their fiduciary duties by entering into this
capital infusion transaction. In addition to monetary
damages and attorneys’ fees and costs, the complaint
seeks a declaratory judgment that the Corsair
transaction is void and/or voidable and injunctive
relief rescinding the Corsair transaction. A motion to
dismiss the case is pending.
• In August 2008, a lawsuit was filed in the Palm
Beach County, Florida, Circuit Court against
National City and certain officers and directors of
National City. The lawsuit was brought as a class
action on behalf of all who acquired National City
stock pursuant to and/or traceable to the registration
statement filed in connection with National City’s
acquisition of Fidelity Bankshares, Inc. The
complaint alleges that the registration statement
contained false and misleading statements and
omissions in violation of the federal securities laws.
This lawsuit was removed to federal court in Florida
and then transferred to the United States District
Court for the Northern District of Ohio. A motion to
remand to state court is pending.
• In October 2008, a lawsuit was filed in the United
States District Court for the Western District of
Pennsylvania against National City. In December
2008, the complaint was amended to add as
defendants Corsair Capital, LLC, Corsair NC
Co-Invest, L.P. and unnamed other investors
participating in the April 2008 capital infusion into
National City. As amended, the lawsuit is brought as
a class action on behalf of all shareholders of
National City who owned shares as of October 24,
2008. The amended complaint alleges breaches of
fiduciary duties in connection with the capital
infusion and misstatements and omissions relating to
the effect of the capital infusion, National City’s
ability to participate in the TARP Capital Purchase
Program, and National City’s capital position and
financial stability in violation of the federal securities
laws. This case was conditionally transferred to the
United States District Court for the Northern District
of Ohio. The plaintiffs have filed a motion to vacate
this transfer.
• In December 2008, a lawsuit was filed in the United
States District Court for the Northern District of Ohio
against National City and some of its officers and
directors. The plaintiff, an arbitrage fund, seeks to
represent a class of all who purchased National City’s
4.0% Convertible Senior Notes Due 2011 pursuant to
and/or traceable to the registration statement and
prospectus supplement issued in connection with the
January 2008 offering of these notes and all who
purchased these notes in the open market between
January 23 and September 30, 2008. The complaint
alleges that the registration statement and prospectus
supplement contained false and misleading
statements and omissions in violation of the federal
securities laws.
National City Acquisition-Related Litigation
National City is a defendant in numerous lawsuits filed in and
after October 2008 as class actions on behalf of National City
stockholders. These lawsuits are pending in the Delaware
Chancery Court (all of which were consolidated into a single
lawsuit), the United States District Court for the Northern
District of Ohio and the Cuyahoga County, Ohio, Court of
Common Pleas. The consolidated Delaware case and most of
the Ohio cases include PNC as a defendant. All of these
lawsuits also name as defendants National City’s directors and
one of the Ohio federal lawsuits names National City officers
as defendants.
The complaints in these cases allege that the National City
directors breached their fiduciary duties to the stockholders of
National City in connection with the proposed transaction
with PNC. The lawsuits generally allege that National City
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