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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 27, 1999
REGISTRATION NO. 333-75877
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SUMMIT BANCORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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NEW JERSEY 6711 22-1903313
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER IDENTIFICATION
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) NO.)
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301 CARNEGIE CENTER
P.O. BOX 2066
PRINCETON, NEW JERSEY 08543-2066
(609) 987-3200
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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RICHARD F. OBER, JR., ESQ.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
SUMMIT BANCORP.
301 CARNEGIE CENTER
P.O. BOX 2066
PRINCETON, NEW JERSEY 08543-2066
(609) 987-3430
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPIES TO:
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ROBERT M. LAROSE, ESQ. NORMAN D. SLONAKER, ESQ.
THOMPSON COBURN LLP BROWN & WOOD LLP
SUITE 3400 ONE WORLD TRADE CENTER
ONE MERCANTILE CENTER 58TH FLOOR
ST. LOUIS, MISSOURI 63101 NEW YORK, NEW YORK 10048
(314) 552-6000 (212) 839-5356
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: From time to time after the effective date of this Registration
Statement as determined in light of market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following box. [
]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act of 1933 registration statement number
of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act of 1933 registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED(1) REGISTERED(2) UNIT(3) PRICE PER UNIT(3) REGISTRATION FEE(4)
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Debt Securities and Preferred Stock..... $1,000,000,000 100% $1,000,000,000 $278,000
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(1) Securities registered hereunder may be sold separately, together or as units
with other securities registered hereunder.
(2) Plus an additional principal amount of Debt Securities issued with an
original issue discount such that the aggregate initial offering price of
all securities registered hereunder will not exceed $1,000,000,000.
(3) Estimated solely for the purpose of computing the registration fee.
(4) The entire registration fee was paid with the original filing on April 8,
1999.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES EXCHANGE COMMISSION, ACTING PURSUANT TO
SAID SECTION 8(a), MAY DETERMINE.
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SUBJECT TO COMPLETION, DATED MAY 27, 1999
PROSPECTUS
$1,000,000,000
SUMMIT BANCORP.
DEBT SECURITIES
PREFERRED STOCK
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- - By this prospectus, we may offer from time to time up to $1,000,000,000 of
our:
- debt securities; and
- preferred stock.
- - When we offer securities, we will provide you with a prospectus supplement
describing the terms of the specific issue of securities, including the
offering price of the securities.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
The date of this prospectus is , 1999.
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TABLE OF CONTENTS
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PAGE
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Cautionary Statement Regarding
Forward-Looking Statements......... 2
Summit Bancorp....................... 3
Ratio Of Earnings To Fixed Charges
And Ratio of Earnings To Combined
Fixed Charges and Preferred Stock
Dividends.......................... 4
Use Of Proceeds...................... 4
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Description Of Debt Securities....... 5
Description Of Preferred Stock....... 11
Plan Of Distribution................. 13
Legal Matters........................ 15
Experts.............................. 15
Where You Can Find Additional
Information........................ 15
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements contained in the section below entitled "Summit
Bancorp." and statements incorporated by reference from documents filed with the
Securities and Exchange Commission by Summit are or may constitute
forward-looking statements. Because statements of this kind are subject to risks
and uncertainties, actual results may differ materially from those expressed or
implied by these forward-looking statements.
-------------------------
You should rely on the information contained or incorporated by reference
in this prospectus. We have not, and any underwriters selected by us have not,
authorized any person to provide you with different information. If anyone
provides you with different or inconsistent information, you should not rely on
it. We are not, and any underwriters are not, making an offer to sell these
securities in any jurisdiction where the offer or sale is not permitted.
You should assume that the information appearing in this prospectus is
accurate as of the date on the front cover of this prospectus only. Our
business, financial condition, results of operations and prospects may have
changed since that date.
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SUMMIT BANCORP.
We are the largest New Jersey-based bank holding company based on total
consolidated assets. We own Summit Bank in New Jersey, Summit Bank in
Pennsylvania and Summit Bank in Connecticut, as well as several non-bank
subsidiaries. Our bank subsidiaries are engaged in a general banking business
and provide the following products and services:
- demand and interest bearing deposit accounts
- asset management accounts
- business, real estate, personal and installment loans
- lease financing, fiduciary, investment management, investment advisory,
custodial, correspondent, capital markets, financial advisory, money desk
and treasury services
- life and health insurance products and services
Our non-bank subsidiaries engage primarily in the following services:
- securities products and services
- life, health, property and casualty insurance products and services
- venture capital investment
- commercial finance lending
- lease financing
- asset based lending
- letter of credit issuance
- data processing
- reinsuring credit life and disability insurance policies related to
consumer loans made by the bank subsidiaries
Our principal executive offices are located at 301 Carnegie Center, P.O.
Box 2066, Princeton, New Jersey 08543-2066 (telephone number (609) 987-3200).
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RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO
COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
Our consolidated ratios of earnings to fixed charges and consolidated
ratios of earnings to combined fixed charges and preferred stock dividend
requirements for each of the periods indicated are set forth below:
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THREE MONTHS
ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
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1994 1995 1996 1997 1998 1998 1999
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Ratio of Earnings to Fixed
Charges:
Excluding Interest on
Deposits.................... 3.16x 3.19x 3.00x 3.21x 2.92x 3.11x 2.85x
Including Interest on
Deposits.................... 1.54x 1.55x 1.49x 1.61x 1.66x 1.66x 1.70x
Ratio of Earnings to Combined
Fixed Charges and Preferred
Stock Dividend Requirements:
Excluding Interest on
Deposits.................... 3.13x 3.17x 2.98x 3.21x 2.92x 3.11x 2.85x
Including interest on
Deposits.................... 1.54x 1.55x 1.49x 1.61x 1.66x 1.66x 1.70x
</TABLE>
Ratio of earnings to fixed charges is calculated by dividing earnings by
fixed charges. For purposes of calculating the ratio of earnings to fixed
charges, earnings consist of earnings before income taxes plus interest and
one-third of net rental expense. Fixed charges, excluding interest on deposits,
consist of interest on indebtedness, one-third of net rental expense (deemed to
be representative of the interest factor) and preferred stock dividend
requirements. Fixed charges, including interest on deposits, consists of the
foregoing items plus interest on deposits.
Ratio of earnings to combined fixed charges and preferred stock dividend
requirements is calculated similarly to the ratio of earnings to fixed charges,
except for the amount of the preferred stock dividends, which are increased to
an amount representing the pre-tax earnings which would be required to cover
such dividend requirement.
USE OF PROCEEDS
We intend to use the net proceeds from the sale of the senior and
subordinated debt securities and preferred stock for general corporate purposes
in the ordinary course of business, including the reduction of indebtedness,
stock repurchases, investments in and advances to subsidiaries and possible
future acquisitions of bank and non-bank subsidiaries.
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DESCRIPTION OF DEBT SECURITIES
The following summary highlights selected information from the indentures
and may not contain all of the information that is important to you. In order to
understand the terms of our securities, you should carefully read all of the
provisions of each of the indentures and any prospectus supplement. Each of the
indentures has been filed as an exhibit to the registration statement of which
this prospectus is a part. We will provide a copy of each of the indentures upon
request. See "Where You Can Find Additional Information."
We will issue senior debt securities under a senior indenture, dated as of
, 1999, between us and Citibank, N.A., as trustee. We will issue
subordinated debt securities under a subordinated indenture, dated as of
, 1999, between us and Citibank, N.A., as trustee. The senior debt
securities and the subordinated debt securities are together referred to in this
prospectus as the "debt securities." The senior debt securities will have the
same rank as all of our other unsecured unsubordinated debt. The subordinated
debt securities will be unsecured subordinated debt and will be entitled to
payment only after payment on our senior indebtedness. Senior indebtedness
includes all indebtedness for money borrowed by us, except indebtedness that is
stated to be not superior to, or to have the same rank as, the subordinated debt
securities. At March 31, 1999, we had outstanding senior indebtedness
aggregating approximately $5.7 billion.
**1 Because we are a holding company, our right, and hence the right of our
creditors (including the holders of the debt securities), to participate in any
distribution of the assets of any subsidiary upon its liquidation or
reorganization or otherwise is necessarily subject to the prior claims of
creditors of that subsidiary (including claims of depositors, in the case of
subsidiary banks), except to the extent that we may ourselves be recognized as a
creditor of that subsidiary. In addition, dividends, loans and advances from
some subsidiaries to us are restricted by regulatory requirements.
Neither indenture limits the amount of debt that we may issue. In addition,
neither indenture provides holders any protection in the event of a
recapitalization or restructuring involving our company.
The applicable prospectus supplement will include the rate of interest,
maturity and payment terms for each debt security. Interest on the debt
securities will be paid to the holder of record as of the close of business on
the record date. Unless otherwise provided pursuant to the applicable prospectus
supplement, interest on the debt securities will be calculated on the basis of a
360-day year of twelve 30-day months.
All amounts paid by us to the trustee or any paying agent for any payment
with respect to any debt securities which remain unclaimed for two years may be
repaid to us. If a payment is repaid to us, the holder of the debt securities
must look only to us for such payment.
FORM, DENOMINATION AND REGISTRATION
We may issue one or more series of debt securities in fully registered
form, without coupons, in minimum denominations of $1,000 and any integral
multiple of $1,000. In addition, we may issue debt securities in bearer form in
minimum denominations of $5,000. Each indenture provides that we may issue debt
securities in the form of a global note. The global note will be deposited with
The Depository Trust Company ("DTC") and registered in the name of Cede & Co.,
as nominee of DTC.
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Ownership of beneficial interests in the global notes will be limited to
persons who have accounts with DTC ("participants") or persons who hold
interests through participants. Ownership of beneficial interests in the global
notes will be shown on records maintained by DTC or its nominee.
So long as DTC or its nominee is the registered owner or holder of a global
note, DTC or its nominee will be considered the sole owner or holder of the debt
securities for all purposes under the indentures. Payments on global notes will
be made to DTC or its nominee as the registered owner. Neither we, the trustee
nor any paying agent will be responsible for any aspect of the records relating
to or payments made on account of, beneficial ownership interests in the global
notes. In addition, neither we, the trustee nor any paying agent will be
responsible for maintaining, supervising or reviewing any records relating to
those beneficial ownership interests.
We expect that DTC or its nominee will credit participants' accounts in an
amount proportionate to the participants' respective beneficial interest in the
global note as shown on the records of DTC or its nominee. We also expect that
payments by participants to owners of beneficial interests in global notes held
through the participants will be governed by standing instructions and customary
practices, as is now the case with securities held for the accounts of customers
registered in "street name." These payments will be the responsibility of the
participants.
Transfers between participants in DTC will occur in accordance with DTC
rules and the procedures set forth in the applicable indenture. The laws of some
states require that some persons take physical delivery of securities in
definitive form. Consequently, the ability to transfer beneficial interests in a
global note to these persons may be limited. Because DTC can only act on behalf
of participants, the ability of a person having a beneficial interest in a
global note to pledge his or her interest to persons or entities that do not
participate in the DTC system, or otherwise take actions with respect to his or
her interest, may be affected by the lack of a physical certificate of such
interest.
We believe that it is the policy of DTC that it will take any action
permitted to be taken by a holder of debt securities only at the direction of a
participant and only with respect to that participant's portion of the relevant
debt securities.
DTC has advised us that DTC is a limited-purpose trust company organized
under the New York Banking Law, a "banking organization" within the meaning of
the New York Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code and a
"clearing agency" registered under Section 17A of the Securities Exchange Act of
1934. DTC holds securities that its participants deposit with DTC and
facilitates the settlement among participants of securities transactions, such
as transfers and pledges, in deposited securities through electronic
computerized book-entry changes in participants' accounts. Direct participants
include securities brokers and dealers, banks, trust companies, clearing
corporations and other organizations. DTC is owned by a number of its direct
participants and by the New York Stock Exchange, Inc., the American Stock
Exchange, Inc. and the National Association of Securities Dealers, Inc. Access
to the DTC system also is available to others such as securities brokers and
dealers, banks and trust companies that clear through or maintain a custodial
relationship with a direct participant either directly or indirectly ("indirect
participants"). The rules applicable to DTC and its participants are on file
with the Securities and Exchange Commission.
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DTC management is aware that some computer applications and systems for
processing data that are dependent upon calendar dates, including dates before,
on and after January 1, 2000, may encounter "year 2000 problems." DTC has
informed its participants and other members of the financial community that it
has developed and is implementing a program so that its systems, which
contribute to the timely payment of distributions (including principal and
income payments) to securityholders, book-entry deliveries and settlement of
trades within DTC, continue to function appropriately. This program includes a
technical assessment and a remediation plan, each of which is complete.
Additionally, DTC's plan includes a testing phase which is expected to be
completed within appropriate time frames.
DTC's ability to perform properly its services also is dependent upon
others, including issuers and their agents, third party vendors from whom DTC
licenses software and hardware and third party vendors upon whom DTC relies for
information relating to the provision of services. DTC has informed its
participants and other members of the financial community that it is contacting
(and will continue to contact) third party vendors from whom DTC acquires
services to impress upon them the importance of their services being year 2000
compliant and determine the extent of their efforts for year 2000 remediation
(and, as appropriate, testing) of their services. In addition, DTC is in the
process of developing contingency plans as it deems appropriate.
According to DTC, the foregoing information is informational purposes only
and is not intended to serve as a representation, warranty or contract
modification of any kind.
Although DTC has agreed to the foregoing procedures in order to facilitate
transfers of interests in the global notes among participants of DTC, it is
under no obligation to perform or continue to perform these procedures, which
may be discontinued at any time. Neither we nor the trustee will have any
responsibility for the performance by DTC or its participants or indirect
participants of their respective obligations under the rules and procedures
governing their operations.
CONSOLIDATION, MERGER AND SALE OF ASSETS
The indentures allow us to merge or consolidate with another company, or to
sell all or most of our assets to another company if:
- the resulting corporation is a corporation organized and existing under
the laws of the United States of America, any state thereof or the
District of Columbia and assumes all of our obligations to:
- pay or deliver the principal of, any premium and interest on and any
additional amounts with respect to all of the outstanding debt
securities, and
- perform and observe all of our obligations under each indenture and
the related debt securities; and
- immediately after any consolidation or merger, the resulting corporation
is not in default under the indentures; and
- the resulting corporation delivers to the trustee an officers'
certificate and an opinion of counsel stating that the consolidation,
merger, conveyance, transfer or lease complies with the provisions of the
applicable indenture.
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EVENTS OF DEFAULT
Each of the following will be an event of default with respect to the
senior debt securities:
- default in the payment of any interest or additional amounts when due,
and continuing for 30 days;
- default in the payment of any principal or premium, when due;
- default in the deposit of any sinking fund payment, when due;
- default in the performance of any of our obligations contained in the
senior indenture or the senior debt securities, and continuing for 90
days after written notice is provided in the manner set forth in the
senior indenture;
- a default under any debt instrument of ours which results in the
acceleration of any amount in excess of $50,000,000 which acceleration is
not rescinded within 30 days after written notice is provided in the
manner set forth in the senior indenture;
- events specified in the senior indenture relating to the bankruptcy,
insolvency or reorganization of our company or any of our significant
bank subsidiaries as defined in the senior indenture; and
- any other event of default provided in the senior indenture with respect
to the senior debt securities.
An event of default is defined under the subordinated indenture only as
events relating to the bankruptcy, insolvency or reorganization of our company
or any of our significant bank subsidiaries as defined in the subordinated
indenture.
If an event of default (other than an event of default as a result of
events relating to the bankruptcy, insolvency or reorganization of our company
or any of our significant bank subsidiaries as defined in the indentures) occurs
and is continuing, the trustee or the holders of at least 25% in principal
amount of the outstanding debt securities of that series may declare all amounts
due and payable or deliverable immediately. The holders of a majority of the
outstanding debt securities of that series may rescind any declaration of
acceleration and its consequences, provided that:
- the trustee has not yet obtained a judgment or decree for payment of
money due;
- all payments due have been made, other than those due as a result of
acceleration; and
- all events of default have been remedied or waived.
The holders of a majority of the outstanding debt securities of any series
may waive an event of default with respect to that series, except a default:
- in the payment of any amounts due and payable or deliverable with respect
to the debt securities of that series; or
- in respect of our obligations under any indenture which cannot be
modified under the terms of that indenture without the consent of each
holder of debt securities affected.
The holders of a majority of the outstanding debt securities of a series
may direct the time, method and place of conducting any proceeding for any
remedy available to the trustee or exercising any trust or power conferred on
the trustee, provided that such direction is not in conflict with any rule of
law or the applicable indenture. Subject to the provisions of each indenture
relating to the duties of the trustee, before proceeding to
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exercise any right or power under an indenture at the direction of the holders,
the trustee is entitled to receive from those holders reasonable security or
indemnity against the costs, expenses and liabilities which might be incurred by
it in complying with such direction.
Each of the indentures provides that, within 90 days after the occurrence
of any event of default, the trustee shall notify each of the holders of the
debt securities of that series, unless the default has been cured or waived. In
the case of a default in the payment of the principal of, any premium or
interest on or any additional amounts, or any sinking fund payment, with respect
to the debt securities, the trustee may withhold the notice if it is determined
that the withholding of the notice is in the best interest of the holders of the
debt securities. In addition, in the case of an event of default resulting from
a default under any debt instrument which results in the acceleration of any
amount in excess of $50,000,000 no notice to holders will be given until at
least 30 days after the occurrence of the default.
MODIFICATION, AMENDMENT AND WAIVER
Each indenture may be modified and amended with the consent of holders of
not less than a majority of each series of debt securities affected. However,
without the consent of each holder of any debt security affected, no amendment
or modification to any indenture may:
- change the stated maturity of the principal of, or any premium or
installment of interest on or additional amounts with respect to any debt
security;
- reduce the principal amount of, or the rate of interest on, or additional
amounts with respect to, or any premium payable upon the redemption of,
any debt security;
- change our obligation to pay additional amounts with respect to any debt
security or reduce the amount of the principal of an original issue
discount security that would be payable upon acceleration;
- change the redemption provisions of any debt security or adversely affect
the right of repayment at the option of any holder of any debt security;
- change the place or currency of any delivery or payment of principal of,
any premium or interest on or any additional amounts with respect to any
debt security;
- impair the right to institute suit for the enforcement of any delivery or
payment on any debt security;
- reduce the percentage in principal amount of the outstanding debt
securities of any series, the consent of whose holders is required to
modify or amend the applicable indenture;
- reduce the requirements for quorum or voting by holders of debt
securities;
- modify any provisions in the indentures regarding the waiver of past
defaults and the waiver of some covenants by the holders of debt
securities, except to increase any percentage vote or consent required or
to provide that some other provisions of the indentures cannot be
modified or waived without the consent of a percentage of the holders of
the debt securities affected;
- with respect to the subordinated indenture, modify the subordination
provisions in a matter adverse to the holders of the senior debt
securities; or
- modify any of the foregoing requirements.
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SATISFACTION, DISCHARGE AND DEFEASANCE
If a particular series of senior debt securities so provides, we may
discharge some of the obligations to holders of outstanding senior debt
securities by depositing funds with the trustee in an amount sufficient to pay
the entire indebtedness on the senior debt securities. In addition, we must
deliver to the trustee:
- a certificate signed by a nationally recognized firm of independent
public accountants certifying as to the sufficiency of the amounts
deposited for the payment of the principal of, or any premium or interest
on and any additional amounts with respect to the senior debt securities
on the dates such payments are due;
- an officers' certificate and an opinion of counsel stating that no event
of default shall have occurred and be continuing and all conditions
precedent to the satisfaction and discharge of the entire indebtedness
have been complied with;
- a ruling from the Internal Revenue Service or an opinion of independent
counsel that the holders of such senior debt securities:
- will not recognize income, gain or loss for U.S. federal income tax
purposes as a result of such deposit, defeasance or discharge; and
- will be subject to U.S. federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if the
deposit, defeasance or discharge had not occurred; and
- if the series of senior debt securities are then listed on The New York
Stock Exchange, an opinion of counsel that the senior debt securities of
such series will not be delisted as a result of our actions.
If, after we have deposited funds to effect satisfaction, defeasance or
discharge with respect to senior debt securities of any series, the holder of a
senior debt security elects to receive payment in a currency other than that in
which the deposit has been made the indebtedness to that holder shall be deemed
to be fully discharged when the amount deposited has been converted into the
elected currency and paid to that holder.
REDEMPTION RIGHTS
Debt securities may be redeemable, in whole or in part, at our option or at
the holder's option. In addition, debt securities may be subject to mandatory
redemption pursuant to a sinking fund. The redemption of the subordinated debt
securities may be subject to limitations imposed by regulations of the Board of
Governors of the Federal Reserve System with respect to the maintenance of
minimum levels of Tier 2 capital, of which the subordinated debt securities may
be a component.
GOVERNING LAW
The indentures and the debt securities will be governed by, and construed
in accordance with, the laws of the State of New York.
REGARDING THE TRUSTEE
The trustee is permitted to engage in other transactions with us and our
subsidiaries from time to time, provided that if the trustee acquires any
conflicting interest it must eliminate the conflict upon the occurrence of an
event of default, or else resign.
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DESCRIPTION OF PREFERRED STOCK
The following summary highlights the general terms and provisions of the
preferred stock which we may issue. The specific terms of any series of the
preferred stock will be described in the applicable prospectus supplement
relating to the preferred stock being offered. The description of the terms of
the preferred stock set forth below and in an applicable prospectus supplement
does not purport to be complete and is subject to and qualified in its entirety
by reference to the amendment to our restated certificate of incorporation
relating to the applicable series of preferred stock, which will be filed as an
exhibit to, or incorporated by reference in, the registration statement of which
this prospectus forms a part.
GENERAL
Pursuant to our restated certificate of incorporation, as amended, our
bylaws and applicable New Jersey law, we are authorized to issue up to 6,000,000
shares of preferred stock, no par value per share. Our board of directors has
the authority, without approval of our shareholders, to issue all of the shares
of preferred stock which are currently authorized in one or more series. In
addition, our board of directors has the authority to fix the number of shares
and the rights, preferences, privileges, qualifications, restrictions and
limitations of our preferred stock.
As of the date of this prospectus, we had no preferred stock outstanding.
As of such date, we had 1,500,000 shares of Series R preferred stock reserved
for issuance under a shareholder rights plan. Pursuant to the shareholder rights
plan, preferred stock purchase rights are attached to our common stock, par
value $0.80 per share. See "-- Preferred Stock Purchase Rights" below.
The holders of the preferred stock will be entitled to receive cash
dividends at the rates and on the dates as will be specified in the applicable
prospectus supplement. The rates may be fixed or variable or both. If variable,
the formula used for determining the dividend rate for each dividend period will
be specified in the applicable prospectus supplement. Dividends will be payable
to the holders of record as they appear on our stock books on the record dates.
Unless otherwise indicated in an applicable prospectus supplement, all
series of preferred stock will be senior in right as to dividends and in
liquidation to the common stock and any other class of stock ranking junior to
the preferred stock.
VOTING RIGHTS
Except as indicated in the applicable prospectus supplement or as expressly
required by applicable law, the holders of the preferred stock will not be
entitled to vote. In the event we issue a series of preferred stock with voting
rights, unless otherwise specified in the prospectus supplement relating to such
series, each share of that series will be entitled to one vote on matters on
which holders of such series of preferred stock are entitled to vote. As a
result, the voting power of such series, on matters on which holders of such
series and holders of other series of preferred stock are entitled to vote as a
single class, shall depend on the number of shares in such series, not the
aggregate stated value, liquidation preference or initial offering price of the
shares.
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<PAGE> 13
REDEMPTION RIGHTS
A series of preferred stock may be redeemable, in whole or in part, at our
option or any holder's option. In addition, the preferred stock may be subject
to mandatory redemption pursuant to a sinking fund. Preferred stock redeemed by
us will be restored to the status of authorized but unissued preferred shares.
The redemption of any shares of preferred stock may be subject to limitations
imposed by regulations of the Board of Governors of the Federal Reserve System
with respect to the maintenance of minimum levels of Tier 2 Capital, of which
the preferred stock may be a component.
REPURCHASE OBLIGATION
The prospectus supplement relating to a series of preferred stock will
state the conditions and terms, if any, upon which such series shall be subject
to repurchase.
RIGHTS UPON LIQUIDATION
In the event of any voluntary or involuntary liquidation, dissolution or
winding up of our company, the holders of each series of preferred stock will be
entitled to receive, before any distribution of assets to holders of common
stock or any other class or series of shares ranking junior to the preferred
stock, a liquidating distribution as set forth in the applicable prospectus
supplement, plus accrued and unpaid dividends. Neither the sale of all or
substantially all of the property or business of our company nor the merger or
consolidation of our company into or with any other corporation shall be deemed
to be a dissolution, liquidation or winding up, voluntary or involuntary, of our
company. Except as indicated in the applicable prospectus supplement, after
payment of the full amount of the liquidating distribution to which they are
entitled, the holders of preferred stock of any series will not be entitled to
any further participation in any distribution of assets.
PREFERRED STOCK PURCHASE RIGHTS
In August 1989, we adopted the shareholder rights plan pursuant to which
one preferred stock purchase right attached to each share of common stock
outstanding as of the close of business on August 28, 1989. Holders of shares of
common stock issued subsequent to that date receive the preferred stock purchase
rights with their shares. Except as indicated below, each preferred stock
purchase right entitles the registered holder to purchase from us one one
hundred fiftieth ( 1/150) of a share of preferred stock designated as Series R
preferred stock. The preferred stock purchase rights expire on August 16, 1999
and are subject to redemption and amendment in some circumstances. The preferred
stock purchase rights trade automatically with shares of common stock and become
exercisable only under the circumstances described below.
In general, the preferred stock purchase rights will become exercisable
upon the earlier to occur (a "distribution date," as defined in the shareholder
rights plan) of the following:
- ten days following a public announcement that a person or group has
acquired beneficial ownership of 15% or more of the common stock
outstanding at that time or voting securities representing 15% or more of
the total voting power of our company (such person or group becoming an
"acquiring person," as defined in the shareholder rights plan); or
- ten business days (or such later date as our board of directors may
determine) after the commencement of, or public announcement of an
intention to make, a tender
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<PAGE> 14
offer or exchange offer that would result in a person or group
beneficially owning 30% or more of the outstanding common stock or voting
securities representing 30% or more of the total voting power of our
company.
Generally, in the event a distribution date occurs by virtue of a person or
group becoming an acquiring person (other than pursuant to an offer that our
board of directors determines to be fair to shareholders and otherwise in the
best interests of our company), each preferred stock purchase right, other than
preferred stock purchase rights owned by the acquiring person, will thereafter
entitle the holder to receive, upon exercise of the preferred stock purchase
right, a number of shares of Series R preferred stock having a value equal to
two times the exercise price of the preferred stock purchase right.
In the event that a distribution date occurs (under either of the
circumstances described above) and our company is acquired in a reorganization
or other business combination, or more than 50% of our assets or earning power
is sold or transferred, each preferred stock purchase right will thereafter
entitle the holder thereof to receive, upon the exercise of the preferred stock
purchase right, a number of shares of common stock of the acquiror having a
value equal to two times the exercise price of the preferred stock purchase
right.
The combination of prohibitive dilution of the acquiring person's share
values and the power of our board of directors to redeem the preferred stock
purchase rights is intended to encourage potential acquiring persons to
negotiate with our board of directors with respect to the terms of any
acquisition or business combination and, to the extent possible, discourage or
defeat partial or two-tiered acquisition proposals.
The foregoing description of the shareholder rights plan does not purport
to be complete and is qualified in its entirety by reference to the terms of the
shareholder rights plan, which is more fully described in our registration
statement on Form 8-A filed August 28, 1989.
Management expects to present to our board of directors for its
consideration a shareholder rights plan to replace the existing shareholder
rights plan. The terms of the new shareholder rights plan and the board's action
on the plan will be determined on the date of the next board meeting.
CONDITIONS AND RESTRICTIONS
The prospectus supplement relating to a series of preferred stock will
describe any conditions or restrictions upon us that are for the benefit of such
series, including the following:
- restrictions upon the creation of debt or other series of preferred
stock;
- payment of dividends; and
- distributions, acquisitions or redemptions of shares ranking junior to
such series.
PLAN OF DISTRIBUTION
We may offer and sell the debt securities and the preferred stock
(collectively, the "offered securities") directly or to or through underwriting
syndicates represented by managing underwriters, to or through underwriters
without a syndicate or through dealers
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<PAGE> 15
or agents. The prospectus supplement with respect to each series of the offered
securities will set forth the terms of the offering, including the following:
- the name or names of any underwriters, dealers or agents;
- the purchase price and the proceeds we will receive from the sale;
- any underwriting discounts, agency fees and other items constituting
underwriters' or agents' compensation; and
- the initial public offering price and any discounts or concessions
allowed, re-allowed or paid to dealers.
If any underwriters are involved in the offer and sale, the offered
securities will be acquired by the underwriters and may be resold by them,
either at a fixed public offering price established at the time of offering or
from time to time in one or more negotiated transactions or otherwise, at prices
related to prevailing market prices determined at the time of sale. Unless
otherwise set forth in the applicable prospectus supplement, the obligations of
the underwriters to purchase the offered securities will be subject to
conditions precedent and the underwriters will be obligated to purchase all the
offered securities described in the prospectus supplement if any are purchased.
Any initial public offering price and any discounts or concessions allowed or
re-allowed or paid to dealers may be changed from time to time.
We may offer and sell the offered securities directly or through an agent
or agents designated by us from time to time. Unless otherwise specified in the
applicable prospectus supplement, any debt securities sold to one or more agents
as principal will be purchased by the agents at a price equal to 100% of the
principal amount less a percentage of the principal amount equal to the
commission applicable to an agency sale of a debt security of identical
maturity. An agent may sell debt securities it has purchased from us as
principal to other dealers for resale to investors and other purchasers, and may
reallow all or any portion of the discount received in connection with the
purchase from us to the dealers. After the initial offering of the debt
securities, the offering price (in the case of debt securities to be resold at a
fixed offering price), the concession and the discount may be changed. Any agent
participating in the distribution of the offered securities may be deemed to be
an "underwriter," as that term is defined in the Securities Act of 1933, of the
offered securities so offered and sold.
If any underwriters are involved in the offer and sale, they will be
permitted to engage in transactions that maintain or otherwise affect the price
of the offered securities. These transactions may include over-allotment
transactions, purchases to cover short positions created by the underwriter in
connection with the offering and the imposition of penalty bids. If an
underwriter creates a short position in the offered securities in connection
with the offering, i.e., if it sells more offered securities than set forth on
the cover page of the applicable prospectus supplement, the underwriter may
reduce that short position by purchasing the offered securities in the open
market. In general, purchases of a security to reduce a short position could
cause the price of the security to be higher than it might be in the absence of
such purchases. As noted above, underwriters may also choose to impose penalty
bids on other underwriters and/or selling group members. This means that if
underwriters purchase offered securities on the open market to reduce their
short position or to stabilize the price of the offered securities, they may
reclaim the amount of the selling concession from those underwriters and/or
selling group members who sold such offered securities as part of the offering.
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<PAGE> 16
Neither we nor any underwriter make any representation or prediction as to
the direction or magnitude of any effect that the transactions described above
may have on the price of the offered securities. In addition, neither we nor any
underwriter make any representation that such underwriter will engage in such
transactions or that such transactions, once commenced, will not be discontinued
without notice.
Underwriters, dealers and agents may be entitled, under agreements entered
into with us, to indemnification by us against some liabilities, including
liabilities under the Securities Act of 1933.
The place and time of delivery for the offered securities in respect of
which this prospectus is delivered will be set forth in the applicable
prospectus supplement if appropriate.
Unless otherwise indicated in the prospectus supplement, each series of
offered securities will be a new issue of securities for which there currently
is no market. Any underwriters to whom offered securities are sold for public
offering and sale may make a market in such series of offered securities as
permitted by applicable laws and regulations, but such underwriters will not be
obligated to do so, and any such market making may be discontinued at any time
without notice. Accordingly, there can be no assurance as to the development or
liquidity of any market for the offered securities. The offered securities may
or may not be listed on a national securities exchange or for quotation through
the National Association of Securities Dealers Automated Quotation System.
Underwriters, agents and dealers may engage in transactions with or perform
services, including various investment banking and other services, for us and/or
any of our affiliates in the ordinary course of business.
LEGAL MATTERS
The legality of the offered securities offered hereby will be passed upon
for us by Thompson Coburn LLP, St. Louis, Missouri. If the offered securities
are distributed in an underwritten offering, some legal matters will be passed
upon for the underwriters by Brown & Wood LLP, New York, New York.
EXPERTS
The consolidated financial statements our company and its subsidiaries as
of December 31, 1998 and 1997, and for each of the years in the three-year
period ended December 31, 1998, included in our Annual Report on Form 10-K,
incorporated by reference herein and in the registration statement of which this
prospectus is a part, have been incorporated by reference herein and in the
registration statement in reliance upon the report of KPMG LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of KPMG LLP as experts in accounting and auditing.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We are subject to the informational requirements of the Securities Exchange
Act of 1934. Accordingly, we file annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange Commission.
You may read and copy any document we file with the Securities and Exchange
Commission at the public reference facilities maintained by the Securities and
Exchange Commission at 450 Fifth Street,
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<PAGE> 17
N.W., Washington, D.C. 20549. Our filings with the Securities and Exchange
Commission also are available to the public from the Securities and Exchange
Commission's website at http://www.sec.gov. Please call the Securities and
Exchange Commission at 1-800-SEC-0330 for further information. Our common stock
is listed on the New York Stock Exchange and the documents we file with the
Securities and Exchange Commission also are available for inspection and copying
at the offices of the New York Stock Exchange at 20 Broad Street, New York, New
York 10005.
This prospectus is part of a registration statement we filed with the
Securities and Exchange Commission and does not contain all of the information
set forth in the registration statement. You should consult the registration
statement for further information with respect to our company and these
securities.
The Securities and Exchange Commission allows us to "incorporate by
reference" the information we file with them, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is considered to be part of this
prospectus, and later information that we file with the Securities and Exchange
Commission will automatically update and supersede this information and
information in this prospectus. We incorporate by reference the documents listed
below and any future filings made with the Securities and Exchange Commission
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
until all of the securities are sold.
- Annual Report on Form 10-K for the year ended December 31, 1998;
- Quarterly Report on Form 10-Q for the quarter ended March 31, 1999;
- Current Report on Form 8-K dated April 27, 1999; and
- The description of our Preferred Stock Purchase Rights contained in our
registration statement on Form 8-A dated August 28, 1989.
You may request a copy of these filings, at no cost, by writing or calling
us at the following address: Chief Financial Officer, Summit Bancorp., P.O. Box
2066, Princeton, New Jersey 08543-2066, telephone (609) 987-3220.
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- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
$1,000,000,000
SUMMIT BANCORP.
DEBT SECURITIES
PREFERRED STOCK
-------------------------
PROSPECTUS
-------------------------
, 1999
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 19
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses in connection with
the offering described in this registration statement:
<TABLE>
<S> <C>
SEC Registration Fee........................................ $278,000
Legal Fees and Expenses..................................... 75,000
Accountants' Services....................................... 50,000
Trustee's Fees and Expenses................................. 15,000
Printing Expenses........................................... 30,000
Miscellaneous............................................... 52,000
--------
Total.................................................. $500,000
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
With respect to the indemnification of directors and officers, Section 5 of
Article IX of the By-Laws of Summit Bancorp. provides:
Section 5. INDEMNIFICATION AND INSURANCE
(a) Each person who was or is made a party or is threatened to be made a
party to or is involved in any proceeding, by reason of the fact that he or she
is or was a corporate agent of the Corporation, whether the basis of such
proceeding is alleged action in an official capacity as a corporate agent or in
any other capacity while serving as a corporate agent, shall be indemnified and
held harmless by the Corporation to the fullest extent authorized by the laws of
the State of New Jersey as the same exists or may hereafter be amended (but, in
the case of any such amendment, only to the extent that such amendment permits
the Corporation to provide broader indemnification rights than said law
permitted the Corporation to provide prior to such amendment), against all
expenses and liabilities in connection therewith, and such indemnification shall
continue as to a person who has ceased to be a corporate agent and shall inure
to the benefit of such corporate agent's heirs, executors, administrators and
other legal representatives; provided, however, that except as provided in
Section 5(c) of this By-Law, the Corporation shall indemnify any such person
seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of Directors. The right to indemnification conferred in
this By-Law shall be a contract right and shall include the right to be paid by
the Corporation the expenses incurred in defending any such proceeding in
advance of its final disposition, such advances to be paid by the Corporation
within 20 days after the receipt by the Corporation of a statement or statements
from the claimant requesting such advance or advances from time to time;
provided, however, that the advancement of counsel fees to a claimant other than
a claimant who is or was a director or Executive Vice President or higher
ranking officer of the Corporation shall be made only when the Board of
Directors or the General Counsel of the Corporation determines that arrangements
for counsel are satisfactory to the Corporation; and provided, further, that if
the laws of the State of New Jersey so require, the payment of such expenses
incurred by a corporate agent in such corporate agent's capacity as a corporate
agent (and not in any other capacity in which service was
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or is rendered by such person while a corporate agent, including, without
limitation, service to an employee benefit plan) in advance of the final
disposition of a proceeding shall be made only upon delivery to the Corporation
of an undertaking by or on behalf of such corporate agent to repay all amounts
so advanced if it shall ultimately be determined that such corporate agent is
not entitled to be indemnified under this By-Law or otherwise.
(b) To obtain indemnification under this By-Law, a claimant shall submit to
the Corporation a written request, including therein or therewith such
documentation and information as is reasonably available to the claimant and is
reasonably necessary to determine whether and to what extent the claimant is
entitled to indemnification. Upon written request by a claimant for
indemnification pursuant to the first sentence of this Section 5(b), a
determination, if required by applicable law, with respect to the claimant's
entitlement thereto shall be made as follows: (1) if requested by a claimant who
is or was a director or Executive Vice President or higher ranking officer of
this Corporation, by independent counsel (as hereinafter defined) in a written
opinion to the Board of Directors, a copy of which shall be delivered to the
claimant; or (2) if the claimant is not a person described in Section 5(b)(1),
or is such a person and if no request is made by such a claimant for a
determination by independent counsel, (A) by the Board of Directors by a
majority vote of a quorum consisting of disinterested directors (as hereinafter
defined), or (B) if a quorum of the Board of Directors consisting of
disinterested directors is not obtainable or, even if obtainable, such quorum of
disinterested directors so directs, by independent counsel in a written opinion
to the Board of Directors, a copy of which shall be delivered to the claimant.
In the event the determination of entitlement to indemnification is to be made
by independent counsel at the request of the claimant, the independent counsel
shall be selected by the Board of Directors and paid by the Corporation. If it
is so determined that the claimant is entitled to indemnification, payment to
the claimant shall be made within 20 days after such determination.
(c) If a claim under Section 5(a) of this By-Law is not paid in full by the
Corporation within thirty days after a written claim pursuant to Section 5(b) of
this By-Law has been received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim and, if successful in whole or in part, the claimant shall be entitled
to be paid also the expense of prosecuting such claim, including attorney's
fees. It shall be a defense to any such action (other than an action brought to
enforce a claim for expenses incurred in defending any proceeding in advance of
its final disposition where the required undertaking, if any is required, has
been tendered to the Corporation) that the claimant has not met the standard of
conduct which makes it permissible under the laws of the State of New Jersey for
the Corporation to indemnify the claimant for the amount claimed, but the burden
of proving such defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors or independent counsel) to have
made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because the
claimant has met the applicable standard of conduct set forth in the laws of the
State of New Jersey, nor an actual determination by the Corporation (including
its Board of Directors or independent counsel) that the claimant has not met
such applicable standard of conduct, shall be a defense to the action or create
a presumption that the claimant has not met the applicable standard of conduct.
(d) If a determination shall have been made pursuant to Section 5(b) of
this By-Law that the claimant is entitled to indemnification, the Corporation
shall be bound by such determination in any judicial proceeding commenced
pursuant to Section 5(c) of this By-Law.
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<PAGE> 21
(e) The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred in this
By-Law shall not be exclusive of any other rights which any person may have or
hereafter acquire under any statute, provision of the Certificate of
Incorporation, By-Laws, agreement, vote of shareholders or disinterested
directors or otherwise. No repeal or modification of this By-Law shall in any
way diminish or adversely affect the rights of any corporate agent of the
Corporation hereunder in respect of any occurrence or matter arising prior to
any such repeal or modification.
(f) The Corporation may maintain insurance, at its expense, to protect
itself and any corporate agent of the Corporation or other enterprise against
any expense or liability, whether or not the Corporation would have the power to
indemnify such person against such expense or liability under the laws of the
State of New Jersey.
(g) If any provision or provisions of this By-Law shall be held to be
invalid, illegal or unenforceable for any reason whatsoever: (1) the validity,
legality and enforceability of the remaining provisions of this By-Law
(including, without limitation, each portion of any section of this By-Law
containing any such provision held to be invalid, illegal or unenforceable)
shall not in any way be affected or impaired thereby; and (2) to the fullest
extent possible, the provisions of this By-Law (including, without limitation,
each such portion of any section of this By-Law containing any such provision
held to be invalid, illegal or unenforceable) shall be construed so as to give
effect to the intent manifested by the provision held invalid, illegal or
unenforceable.
(h) For purposes of this By-Law:
(1) "disinterested director" means a director of the Corporation who
is not and was not a party to or otherwise involved in the matter in
respect of which indemnification is sought by the claimant;
(2) "independent counsel" means a law firm, a member of a law firm, or
an independent practitioner that is experienced in matters of corporation
law and shall include any person who, under the applicable standards of
professional conduct then prevailing, would not have a conflict of interest
in representing either the Corporation or the claimant in an action to
determine the claimant's rights under this By-Law;
(3) "corporate agent" means any person who is or was a director,
officer, employee or agent of the Corporation or of any constituent
corporation absorbed by the Corporation in a consolidation or merger and
any person who is or was a director, officer, trustee, employee or agent of
any subsidiary of the Corporation or of any other enterprise, serving as
such at the request of this Corporation, or of any such constituent
corporation, or the legal representative of any such director, officer,
trustee, employee or agent;
(4) "other enterprise" means any domestic or foreign corporation,
other than the Corporation, and any partnership, joint venture, sole
proprietorship, trust or other enterprise, whether or not for profit,
served by a corporate agent;
(5) "expenses" means reasonable costs, disbursements and counsel fees;
(6) "liabilities" means amounts paid or incurred in satisfaction of
settlements, judgments, fines and penalties;
(7) "proceeding" means any pending, threatened or completed civil,
criminal, administrative, legislative, investigative or arbitrative action,
suit or proceeding, and
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any appeal therein and any inquiry or investigation which could lead to
such action, suit or proceeding; and
(8) References to "other enterprises" include employee benefit plans;
references to "fines" include any excise taxes assessed on a person with
respect to an employee benefit plan; and references to "serving at the
request of the indemnifying corporation" include any service as a corporate
agent which imposes duties on, or involves services by, the corporate agent
with respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner the
person reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in
a manner "not opposed to the best interests of the corporation."
(i) Any notice, request or other communication required or permitted to be
given to the Corporation under this By-Law shall be in writing and either
delivered in person or sent by facsimile, telex, telegram, overnight mail or
courier service, or certified or registered mail, postage prepaid, return
receipt requested, to the Secretary of the Corporation and shall be effective
only upon receipt by the Secretary.
(j) This By-Law shall be implemented and construed to provide any corporate
agent described above who is found to have acted in good faith and in a manner
such person reasonably believed to be in or not opposed to the best interests of
the Corporation the maximum indemnification, advancement of expenses, and
reimbursement for liabilities and expenses allowed by law.
Such provision is consistent with Section 14A:3-5 of the Business
Corporation Act of the State of New Jersey, the state of Summit's incorporation,
which permits the indemnification of officers and directors, under certain
circumstances and subject to specified limitations, against liability which any
officer or director may incur in such capacity.
Article 6 of Summit's Restated Certificate of Incorporation provides that:
Except to the extent prohibited by law, no Director or officer of the
Corporation shall be personally liable to the Corporation or its
shareholders for damages for breach of any duty owned to the Corporation or
its shareholders provided that a Director or officer shall not be relieved
from liability for any breach of duty based upon an act or omission (a) in
breach of such person's duty of loyalty to the Corporation or its
shareholders, (b) not in good faith or involving a knowing violation of law
or (c) resulting in receipt of an improper personal benefit. Neither the
amendment or repeal of this Article 6, nor the adoption of any provision of
this Restated Certificate of Incorporation inconsistent with this Article
6, shall eliminate or reduce the effect of this Article 6 in respect of any
matter which occurred, or any cause of action, suit or claim which but for
this Article 6 would have accrued or arisen, prior to such amendment,
repeal or adoption.
Summit carries officers' and directors' liability insurance policies which
provide coverage against judgments, settlements and legal costs incurred because
of actual or asserted acts or omissions of such officers and directors of Summit
arising out of their duties as such, subject to certain exceptions, including,
but not limited to, damages based upon illegal personal profits or adjudicated
dishonesty of the person seeking indemnification. The policies provide coverage
of $50,000,000 in the aggregate.
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ITEM 16. EXHIBITS
<TABLE>
<C> <S>
1.1 Form of Underwriting Agreement (debt securities and
preferred stock).*
4.1 Form of Indenture Regarding Senior Debt Securities. The form
or forms of senior debt securities with respect to each
particular offering will be filed as an exhibit to a Current
Report on Form 8-K and incorporated herein by reference.*
4.2 Form of Indenture Regarding Subordinated Debt Securities.
The form or forms of subordinated debt securities with
respect to each particular offering will be filed as an
exhibit to a Current Report on Form 8-K and incorporated
herein by reference.*
5.1 Opinion of Thompson Coburn LLP regarding the legality of the
securities to be registered.*
12.1 Statement Regarding Computation of Earnings to Fixed Charges
and Earnings to Combined Fixed Charges and Preferred Stock
Dividends.
23.1 Consent of Thompson Coburn LLP (included in Exhibit 5.1).*
23.2 Consent of KPMG LLP with regard to the use of its reports on
Summit's financial statements.
24.1 Power of Attorney.*
25.1 Form T-1 Statement of Eligibility.*
</TABLE>
- -------------------------
* Previously filed on April 8, 1999.
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in the volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Securities Exchange Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than 20
percent change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Securities Exchange Commission by the Registrant pursuant to Section
13 or Section 15(d) of
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<PAGE> 24
the Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.
(2) That, for purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
II-6
<PAGE> 25
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing a registration statement on Form S-3 and has duly caused
this Amendment No. 1 to Registration Statement (No. 333-75877) to be signed on
its behalf by the undersigned, thereunto duly authorized, in the Township of
West Windsor, State of New Jersey, on the 27th day of May, 1999.
SUMMIT BANCORP.
By /s/ T. JOSEPH SEMROD
------------------------------------
T. Joseph Semrod, Chairman of the
Board and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement (No. 333-75877) has been signed below on the
27th day of May, 1999 by the following persons in the capacities indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ T. JOSEPH SEMROD Chairman of the Board of Directors (Chief
- --------------------------------------------------- Executive Officer)
T. Joseph Semrod
Principal Executive Officer
/s/ ROBERT G. COX President and Director
- ---------------------------------------------------
Robert G. Cox
/s/ WILLIAM J. HEALY Executive Vice President -- Finance
- --------------------------------------------------- (Principal Financial Officer)
William J. Healy
* Senior Vice President and Comptroller
- --------------------------------------------------- (Principal Accounting Officer)
Paul V. Stahlin
* Director
- ---------------------------------------------------
Robert L. Boyle
* Director
- ---------------------------------------------------
James C. Brady
* Director
- ---------------------------------------------------
John G. Collins
* Director
- ---------------------------------------------------
T.J. Dermot Dunphy
* Director
- ---------------------------------------------------
Anne Evans Estabrook
</TABLE>
II-7
<PAGE> 26
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
* Director
- ---------------------------------------------------
Elinor J. Ferdon
* Director
- ---------------------------------------------------
William M. Freeman
* Director
- ---------------------------------------------------
Thomas H. Hamilton
* Director
- ---------------------------------------------------
Fred G. Harvey
* Director
- ---------------------------------------------------
Francis J. Mertz
* Director
- ---------------------------------------------------
George L. Miles, Jr.
* Director
- ---------------------------------------------------
William R. Miller
* Director
- ---------------------------------------------------
Raymond Silverstein
* Director
- ---------------------------------------------------
Orin R. Smith
* Director
- ---------------------------------------------------
Joseph M. Tabak
* Director
- ---------------------------------------------------
Douglas G. Watson
*By /s/ RICHARD F. OBER, JR.
----------------------------------------------
Richard F. Ober, Jr.
</TABLE>
Richard F. Ober, Jr., by signing his name hereto, does sign the document on
behalf of each of the persons indicated above, pursuant to powers of attorney
executed by such persons and filed with the Securities and Exchange Commission.
II-8
<PAGE> 27
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S>
1.1 Form of Underwriting Agreement (debt securities and
preferred stock).*
4.1 Form of Indenture Regarding Senior Debt Securities. The form
or forms of senior debt securities with respect to each
particular offering will be filed as an exhibit to a Current
Report on Form 8-K and incorporated herein by reference.*
4.2 Form of Indenture Regarding Subordinated Debt Securities.
The form or forms of subordinated debt securities with
respect to each particular offering will be filed as an
exhibit to a Current Report on Form 8-K and incorporated
herein by reference.*
5.1 Opinion of Thompson Coburn LLP regarding the legality of the
securities to be registered.*
12.1 Statement Regarding Computation of Earnings to Fixed Charges
and Earnings to Combined Fixed Charges and Preferred Stock
Dividends.
23.1 Consent of Thompson Coburn LLP (included in Exhibit 5.1).*
23.2 Consent of KPMG LLP with regard to the use of its reports on
Summit's financial statements.
24.1 Power of Attorney.*
25.1 Form T-1 Statement of Eligibility.*
</TABLE>
- -------------------------
* Previously filed on April 8, 1999.
<PAGE> 1
EXHIBIT 12.1
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31, YEAR ENDED DECEMBER 31,
-------------------- -----------------------
EXCLUDING INTEREST ON DEPOSITS 1999 1998 1998 1997
------------------------------------- -------- -------- ---------- ----------
<C> <S> <C> <C> <C> <C>
I. Pretax income from continuing
operations $181,564 $162,025 $ 675,226 $ 571,183
-------- -------- ---------- ----------
II. Interest expense, excluding interest
on deposits 92,124 71,046 328,513 237,598
======== ======== ========== ==========
III. Rental expense $ 19,011 $ 18,301 $ 75,712 $ 66,186
Less:
Rental income from subleases 1,364 924 3,692 3,610
-------- -------- ---------- ----------
Rental expense, net 17,647 17,377 72,020 62,576
Rental factor 0.33 0.33 0.33 0.33
-------- -------- ---------- ----------
Rental expense - adjusted $ 5,824 $ 5,734 $ 23,767 $ 20,650
======== ======== ========== ==========
IVa. Dividends on preferred stock $ -- $ -- $ -- --
b. Preferred dividends grossed-up for
income taxes (35%) -- -- -- --
V. Total earnings (sum I, II, III) 279,512 238,805 1,027,506 829,431
VIa. Total fixed charges (sum II, III,
IVa) 97,948 76,780 352,280 258,248
b. Total fixed charges and preferred
dividend requirements (sum II, III,
IVb) 97,948 76,780 352,280 258,248
VII. Ratio of earnings to fixed charges
(V/VIa) 2.85x 3.11x 2.92x 3.21x
Ratio of earnings to combined fixed
charges and preferred dividend
requirements (V/VIb) 2.85x 3.11x 2.92x 3.21x
INCLUDING INTEREST ON DEPOSITS
VIII. Interest on deposits $162,977 $169,125 $ 672,893 $ 682,019
IX Total earnings (sum I, II, III, VIII) 442,489 407,930 1,700,399 1,511,450
Xa. Total fixed charges (sum II, III,
IVa, VIII) 260,925 245,905 1,025,173 940,267
b. Total fixed charges and preferred
dividend requirements (sum II, III,
IVb, VIII) 260,925 245,905 1,025,173 940,267
XI. Ratio of earnings to fixed charges
(IX/Xa) 1.70x 1.66x 1.66x 1.61x
Ratio of earnings to combined fixed
charges and preferred dividend
requirements (IX/Xb) 1.70x 1.66x 1.66x 1.61x
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------
1996 1995 1994
---------- ---------- --------
<C> <C> <C> <C>
I.
$ 433,706 $ 467,405 $337,662
---------- ---------- --------
II.
194,673 191,929 135,699
========== ========== ========
III. $ 58,857 $ 56,609 $ 51,500
3,701 4,375 3,393
---------- ---------- --------
55,156 52,234 48,107
0.33 0.33 0.33
---------- ---------- --------
$ 18,201 $ 17,237 $ 15,875
========== ========== ========
IVa. $ 2,544 $ 2,700 $ 3,035
b.
3,914 4,154 4,669
V. 646,580 676,571 489,236
VIa.
215,418 211,866 154,609
b.
216,788 213,320 156,243
VII.
3.00x 3.19x 3.16x
2.98x 3.17x 3.13x
VIII. $ 659,034 $ 630,303 $464,033
IX 1,305,614 1,306,874 953,269
Xa.
874,452 842,169 618,642
b.
875,822 843,623 620,276
XI.
1.49x 1.55x 1.54x
1.49x 1.55x 1.54x
</TABLE>
<PAGE> 1
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Summit Bancorp.
We consent to the use of our report dated January 19, 1999 relating to the
consolidated balance sheets of Summit Bancorp. and subsidiaries as of December
31, 1998 and 1997 and the related consolidated statements of income,
shareholders' equity and cash flows for each of the years in the three-year
period ended December 31, 1998, which report appears in the December 31, 1998
Annual Report on Form 10-K of Summit Bancorp., incorporated by reference in
Amendment No. 1 to the Registration Statement on Form S-3 of Summit Bancorp. We
also consent to the reference to our Firm under the caption "Experts".
/s/ KPMG LLP
Short Hills, New Jersey
May 26, 1999
