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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT - October 1, 2000
(Date of Earliest Event Reported)
SUMMIT BANCORP.
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(Exact name of registrant as specified in its charter)
Commission File No. 1-6451
New Jersey 22-1903313
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(State of Incorporation) (I.R.S. Employer
Identification No.)
301 Carnegie Center, P.O. Box 2066,
Princeton, New Jersey 08543-2066
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(Address of principal Zip Code
executive offices)
Registrant's telephone number, including area code: (609) 987-3200
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NY2:\968841\02\KRK902!.DOC\78455.0045
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ITEM 5. OTHER EVENTS.
On October 1, 2000, Summit Bancorp., A New Jersey corporation
("Summit") and FleetBoston Financial Corporation, a Rhode Island corporation
("Fleet") announced that they had entered into an Agreement and Plan of Merger,
dated as of October 1, 2000 (the "Merger Agreement"). The Merger Agreement
provides for the merger of Summit into Fleet (the "Merger").
As a result of the Merger, each outstanding share of common
stock of Summit, par value $0.80 per share (other than shares owned by Summit or
Fleet), will be converted into 1.02 shares (the "Exchange Ratio") of common
stock of Fleet, par value $0.01 per share. Cash will be paid in lieu of
fractional shares of Fleet Common Stock. At the effective time of the Merger,
all rights with respect to Summit Common Stock pursuant to stock options
outstanding at such effective time, whether or not then exercisable, will be
converted into and become rights with respect to Fleet Common Stock on otherwise
substantially similar terms, adjusted to reflect the Exchange Ratio.
The Merger is intended to constitute a reorganization under
the Internal Revenue Code of 1986, as amended, and will be accounted for as a
"pooling of interests". Consummation of the Merger is subject to various
conditions, including (1) the adoption of the Merger Agreement by the
shareholders of Summit entitled to vote thereon, (2) receipt of all requisite
governmental approvals (including the approval of the Board of Governors of the
Federal Reserve System) and (3) certain other customary conditions.
In connection with the Merger Agreement, Summit and Fleet
entered into a Stock Option Agreement, dated as of October 1, 2000 (the "Stock
Option Agreement"), pursuant to which Fleet has the irrevocable option (the
"Option") to purchase, under certain circumstances, up to 19.9% of the issued
and outstanding shares of common stock of Summit, at a price per share equal to
$34.00, subject to certain adjustments. Under certain circumstances, Summit may
be required to repurchase the Option or the shares acquired pursuant to the
exercise of the Option; alternatively, the Option could be surrendered, together
with any shares purchased under the Option, in exchange for a cash payment of
$210 million. The Stock Option Agreement limits Fleet's Total Profit (as defined
in the Stock Option Agreement) to not more than $350 million.
In connection with the Merger, Fleet will appoint T. Joseph
Semrod, currently Chairman, President and Chief Executive Officer of Summit, and
one additional director from the current Summit Board of Directors to be
mutually agreed upon by Fleet and Summit, to the class of directors of the Fleet
Board of Directors with terms expiring at the 2004 Annual Meeting of Fleet
Stockholders. Also upon completion of the Merger, Mr. Semrod will hold the
positions of Vice Chairman of Fleet and Chairman of the New Jersey bank, and
John G. Collins, Vice Chairman of Summit, will serve as President of the New
Jersey bank.
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FORWARD LOOKING STATEMENTS
Except for historical information, all other information in
this filing consists of forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements are based upon
the current beliefs and expectations of management and are subject to
significant risks and uncertainties. Actual results may differ from those set
forth in the forward-looking statements. These uncertainties include: the
ability to obtain governmental approvals of the merger on the proposed terms and
schedule; the failure of Summit shareholders to approve the merger; the risk
that the businesses will not be integrated successfully; the risk that the
revenue synergies and cost savings from the merger may not be fully realized or
may take longer to realize than expected; disruption from the merger making it
more difficult to maintain relationships with clients, employees or suppliers;
increased competition and its effect on pricing, spending, third-party
relationships and revenues; the risk of new and changing regulation in the U.S.
and internationally. Additional factors that could cause results to differ
materially from those described in the forward-looking statements can be found
in the 1999 Annual Reports on Forms 10-K of Summit and Fleet, filed with the
Securities and Exchange Commission and available at the SEC's internet site
(http://www.sec.gov).
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits:
99.1 Agreement and Plan of Merger, by and between Summit
Bancorp. and FleetBoston Financial Corporation, dated
as of October 1, 2000, is incorporated herein by
reference to Exhibit 99.1 to the Report on Form 8-K
of FleetBoston Financial Corporation, as filed with
the Securities and Exchange Commission on October 3,
2000;
99.2 Stock Option Agreement, by and between Summit
Bancorp. and FleetBoston Financial Corporation, dated
as of October 1, 2000, is incorporated herein by
reference to Exhibit 99.2 to the Report on Form 8-K
of FleetBoston Financial Corporation, as filed with
the Securities and Exchange Commission on October 3,
2000;
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99.3 Joint Press Release, issued by Summit Bancorp. and
FleetBoston Financial Corporation, dated October 2,
2000, announcing the execution of the Agreement and
Plan of Merger between Summit Bancorp. and
FleetBoston Financial Corporation, is incorporated
herein by reference to Exhibit 99.3 to the Report on
Form 8-K of FleetBoston Financial Corporation, as
filed with the Securities and Exchange Commission on
October 3, 2000;
99.4 Investor Presentation Materials regarding the Merger,
dated October 2, 2000, are incorporated herein by
reference to Exhibit 99.4 to the Report on Form 8-K
of FleetBoston Financial Corporation, as filed with
the Securities and Exchange Commission on October 3,
2000.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date: October 3, 2000
SUMMIT BANCORP.
By: /s/ Richard F. Ober, Jr.
Name: Richard F. Ober, Jr.
Title: Executive Vice President
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