To: Zoltan! who wrote (1573 ) 10/25/1999 2:57:00 PM From: jlallen Respond to of 3389
Shareholder demand on PNC to rescind loan commitment.judicialwatch.org VIA FACSIMILE 412-762-7399 AND 847-549-2005 AND FEDERAL EXPRESS October 18, 1999 Mr. Thomas H. O'Brien, Chairman Mr. Paul W. Chellgren Mr. Robert N. Clay Mr. George A. Davidson, Jr. Mr. David F. Girard-diCarlo Mr. Walter E. Gregg, Jr. Mr. William R. Johnson Mr. Bruce C. Lindsay Mr. Craig McClelland Ms. Jane G. Pepper Mr. Jackson H. Randolph Mr. James E. Rohr Mr. Roderic H. Ross Mr. Richard P. Simmons Mr. Thomas J. Usher Mr. Milton A. Washington Mr. Helge H. Wehmeier Board of Directors PNC Bank Corporation Pittsburgh National Building Fifth Avenue & Wood Street Pittsburgh, PA 15222 Sy Naqvi, President PNC Mortgage Corporation of America 440 N. Fairway Drive Vernon Hills, IL 60061 Re: Shareholder Demand to Refuse Approval or Rescind Mortgage Application and Mortgage to William Jefferson Clinton and Hillary Rodham Clinton Dear Board of Directors: Judicial Watch represents Eithne M. Hartnett, a shareholder of PNC Bank Corporation. We understand from recent reports that PNC Bank Corporation ("PNC Bank"), through its wholly-owned subsidiary, PNC Mortgage Corporation of America ("PNC Mortgage"), has granted a home mortgage loan application to William Jefferson Clinton and Hillary Rodham Clinton, under preferential and discriminatory conditions, that would be unavailable to members of the general public with similar financial profiles. (See Exhibit 1). Consummating this loan would be in furtherance of the commission of a felony and, consequently, not only constitutes an illegal contract, but would harm the corporate interests of PNC Bank and PNC Mortgage by disparaging their reputation and good will, among other serious damage. If PNC Bank and PNC Mortgage approve the mortgage under these preferential conditions, it will be at once a violation of Federal Election Commission rules against campaign contributions to federal candidates with respect to Hillary Rodham Clinton, and an illegal gratuity in violation of 18 U.S.C. § 201 and 5 U.S.C. § 7353 with respect to William Jefferson Clinton, among other applicable laws and regulations. Under the Federal Election Commission laws, any campaign contribution over the amount of $1,000 is a violation of campaign finance regulations. 11 C.F.R. § 110.1(a). As Hillary Rodham Clinton seeks to obtain this loan to establish residency in the State of New York for purposes of her campaign for the United States Senate, the loan is thus a campaign contribution to Mrs. Clinton in an amount in excess of $1,000. It is also an illegal gratuity with regard to William Jefferson Clinton and is subject to civil and criminal liability pursuant to 18 U.S.C. § 201 and 5 U.S.C. § 7353, among other applicable laws and regulations. If PNC Bank and PNC Mortgage consummate this loan, the corporations and their directors may be subject to civil and criminal liabilities as principals to this illegal contract under the above laws and could potentially be liable for damages in an amount in excess of three times the value of the loan and 15 years in prison or both. William Jefferson Clinton and Hillary Rodham Clinton had previously negotiated a strikingly similar "sweetheart" loan deal for the same property with Deutsche Bank and Bankers Trust Company. That preferential loan was never consummated, as a result of its apparent illegality and a resulting shareholder derivative action against Deutsche Bank and Bankers Trust. (See Exhibit 2). Eithne M. Hartnett, as a shareholder of PNC Bank, accordingly demands that PNC Bank and PNC Mortgage deny or rescind the home loan application of William Jefferson Clinton and Hillary Rodham Clinton immediately. We understand that as closing on the subject mortgage has not occurred, it is not too late for you, as directors of PNC Bank and PNC Mortgage, to avoid significant civil and criminal liability. If PNC Bank and PNC Mortgage do not immediately deny or rescind the loan application, Eithne M. Hartnett and others, as shareholders, will bring a derivative action on behalf of PNC Bank and PNC Mortgage, against the officers and directors, for breach of fiduciary duty and other applicable claims necessary to preserve the companies' corporate assets, protect them against waste, and prevent the substantial harm to their reputation and good will that will result. Since time is of the essence, please respond to this demand within one business day from the date of this demand or we will be forced to file an action in federal court seeking an injunction and damages against the above-named directors, and other applicable persons, and such other relief as may be appropriate. Sincerely, JUDICIAL WATCH, INC. Larry Klayman Chairman and General Counsel cc: Helen P. Pudlin General Counsel, PNC Bank (via facsimile 412-768-2875) Exhibits