PNC Bank 2009 Annual Report Download - page 162

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. The defendants filed a
motion to dismiss the amended complaint in the Ohio
state court in May 2009. The parties reached a
tentative settlement in November 2009, which is
subject to, among other things, documentation, notice
to the proposed class and court approval. The amount
of the settlement would not be material to PNC.
• 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 has been denied.
• 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. The
defendants have filed a motion to dismiss the
complaint, which 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 was 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. In November 2009, the plaintiffs filed a
motion to dismiss the complaint for their failure to
serve the defendants, which the defendants did not
oppose. This motion is pending.
• 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 lawsuit was brought as a class action on
behalf 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. In November 2009, plaintiffs
filed an amended complaint, alleging that National
City’s public statements and disclosures, including the
registration statement and prospectus supplement,
contained false and misleading statements and
omissions in violation of the Securities Act of 1933
and the Securities Exchange Act of 1934. In February
2010, plaintiffs filed a second amended complaint,
alleging only claims under the Securities Act of 1933.
The lawsuit is no longer being brought on behalf of
those who purchased notes in the open market between
January 23 and September 30, 2008.
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
directors breached their fiduciary duties by, among other
things, causing National City to enter into the proposed
transaction at an allegedly inadequate and unfair price,
engaging in self-dealing and acting with divided loyalties, and
failing to disclose material information to the stockholders.
Some lawsuits allege violations of the federal securities laws.
In the cases naming PNC as a defendant, PNC is alleged to
have aided and abetted the other defendants’ breaches of
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