SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): October 3 1999
NMBT CORP
(Exact name of registrant as specified in its charter)
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Delaware 000-23419 06-1496548
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
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55 MAIN STREET
NEW MILFORD, CONNECTICUT 06776-2400
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (860) 355-1171
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Page 1 of 5 pages
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ITEM 5. OTHER EVENTS.
(a) On October 3, 1999, NMBT CORP ("NMBT") and Summit Bancorp ("Summit") entered
into an Agreement and Plan of Merger (the "Merger Agreement") which provides
for, among other things, the acquisition of NMBT by Summit through a
stock-for-stock exchange. The Merger Agreement provides for the following
alternative transactional structures: (i) the merger of NMBT into Summit; (ii)
the merger of NMBT into a wholly-owned subsidiary of Summit; or (iii) the merger
of a wholly-owned subsidiary of Summit into NMBT (the "Acquisition"). Under the
terms of the Merger Agreement, each NMBT shareholder will receive between 0.7024
and 0.9503 shares of Summit common stock for each share of NMBT common stock.
The exact exchange ratio will be determined based on the price of Summit common
stock prior to closing as follows: (i) if the average of the closing prices of a
share of Summit common stock on the NYSE Composite Transactions List for the ten
consecutive full trading days ending on a date to be determined which will be
between five (5) and ten (10) business days prior to the closing date (the
"Summit Price"), is equal to or between $27.36 and $37.02, the exchange ratio
will be $26.00 divided by that average price; (ii) if the Summit Price is
greater than $37.02, the exchange ratio will be fixed at 0.7024 shares of Summit
common stock for each share of NMBT common stock; or (iii) if the Summit Price
is less than $27.36, the exchange ratio will be fixed at 0.9503 shares of Summit
common stock for each share of NMBT common stock. The transaction will be a
tax-free exchange to the holders of NMBT common stock and will be accounted for
on a purchase basis. The Boards of Directors of NMBT and Summit expect the
transaction to close in the first quarter of 2000.
The transaction may be terminated by the Board of Directors of NMBT if the
average Summit Price is less than $26.39 and reflects a 15% or more drop in
price as compared to an index created from the current stock prices of fourteen
(14) banking institutions deemed to be similar to Summit in terms of size and
other factors.
The Acquisition is subject to customary conditions, including but not
limited to, the approval of federal bank regulatory authorities, the Connecticut
Banking Commissioner and NMBT shareholders.
(b) In connection with the Merger Agreement, NMBT has issued an option to
Summit, which, upon the occurrence of certain events, entitles Summit to
purchase up to 19.9% of the outstanding NMBT common stock at a per share
exercise price equal to $18.87.
NMBT is headquartered in New Milford, Connecticut.
Page 2 of 5 pages
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Except for the historical information contained herein, the matters
discussed are forward-looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. These
statements involve risks and uncertainties, such as quarterly fluctuations in
operating results, interest rate changes, the impacts of competitive products
and pricing, government regulation and other risks and uncertainties set forth
in the company's filings with the Securities and Exchange Commission. These
risks and uncertainties could cause actual results to differ materially from any
forward-looking statements made herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Joint News Release of Summit Bancorp and the Registrant dated October
4, 1999.
Page 3 of 5 pages
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NMBT CORP
(Registrant)
Date: October 8, 1999 /s/ Jay C. Lent
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Jay C. Lent
Chief Financial Officer and
Secretary
Page 4 of 5 pages
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EXHIBIT INDEX
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Exhibit Sequential
Number Description Page Number
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99.1 Joint News Release of Summit Bancorp and 6
the Registrant dated October 4, 1999
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Page 5 of 5 pages
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
CONTACT AT SUMMIT BANCORP: CONTACT AT NMBT CORP:
Barbara Horn, VP (Media) Jay C. Lent, EVP and CFO
(609) 514-7872 (860) 355-1171
Kerry K Calaiaro, SVP (Analysts)
(609) 987-3226
SUMMIT BANCORP TO ACQUIRE NMBT CORP
EXPANDS CONNECTICUT PRESENCE
PRINCETON, N.J., OCTOBER 4,1999 - Summit Bancorp (NYSE:SUB) and NMBT Corp
(NASDAQ:NMBT) jointly announced today that they have entered into a definitive
agreement for Summit to acquire NMBT. NMBT Corp, a bank holding company
headquartered in New Milford, Connecticut, is the parent company of NMBT, a
commercial bank with assets of $392 million and 10 branches in Fairfield,
Litchfield and New Haven counties.
"The acquisition of NMBT significantly expands our market share in Fairfield
County and enables us to extend our presence into western Connecticut," said
Summit Chairman and Chief Executive Officer T. Joseph Semrod. "We look forward
to the opportunity to broaden the reach of our innovative checking, investment
and business services, which have been well received in the Connecticut market."
When this merger is completed, Summit will have $1.3 billion in assets, $908
million in deposits and 23 branches in Connecticut. With 17 branches in
Fairfield County, it will have the fifth largest deposit market share in that
county, which ranks sixth in the nation in per capita income. In addition,
Fairfield, Litchfield and New Haven counties are home to nearly 80,000 small to
mid-sized businesses.
NMBT President and Chief Executive Officer Michael D. Carrigan said, "Summit
shares our commitment to the community and to helping local businesses grow and
prosper. With its wide range of products and services for consumers and small
businesses, I am certain our customers will be very well served by this merger."
This transaction is valued at approximately $69.4 million, or $26.00 per share,
based on Summit's closing stock price on October 1,1999. Under the terms of the
agreement, each NMBT shareholder will receive between 0.7024 and 0.9503 shares
of Summit Bancorp common stock for each share of NMBT common stock. If the
average price of Summit stock over a pricing period is between $27.36 and
$37.02, the exchange ratio will be $26.00 divided by that average price. The
exact ratio will be determined based on the average price of Summit common stock
over a pricing period prior to closing.*
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Summit Bancorp will receive an option to purchase up to 19,9 percent of NMBT's
common stock if certain conditions occur. Additionally, the agreement allows for
NMBT to declare quarterly common stock dividends until the closing date up to
the equivalent common stock dividend rate declared by Summit Bancorp.
The transaction is expected to be completed in the first quarter of 2000 subject
to regulatory and NMBT shareholder approvals and the market price of Summit
Bancorp at the time the exchange ratio is determined. It is anticipated that
this transaction will be accounted for as a purchase. Summit expects to
repurchase from time to time in the open market outstanding Summit Bancorp
shares in a number equal to the approximate amount of common shares to be issued
in the acquisition, or reissue treasury shares. The number of common shares to
be repurchased or reissued will depend on market conditions and other factors.
Summit Bancorp is a regional bank holding company headquartered in Princeton,
New Jersey, with $35 billion in assets and $24 billion in deposits. Through its
banking subsidiaries, Summit operates nearly 500 traditional and in-store
branches in New Jersey, eastern Pennsylvania and Connecticut and a network of
560 automated teller machines. The company provides financial services to
individuals, businesses, not-for-profit organizations, government entities and
other financial institutions through its commercial and retail banking
investment and insurance management, and private banking lines of business. For
more information about Summit, please visit the company's website at
www.summitbank.com.
* ADDITIONAL PRICING INFORMATION
Under the terms of the agreement, approved by the directors of both companies,
each NMBT share would be exchanged for Summit Bancorp common stock under the
following formula
o If the average price of Summit stock over a pricing period is between
$27.36 and $37.02, the exchange ratio will be $26.00 divided by that
average price.
o If the average price of Summit stock is greater than or equal to $37.02,
the exchange ratio will be fixed at 0.7024 shares of Summit stock for each
NMBT share.
o If the average price of Summit stock is less than or equal to $27.36, the
exchange ratio will be fixed at 0.9503 shares of Summit stock for each NMBT
share
o NMBT may terminate the merger agreement if the average price of Summit
stock falls below $26.39 and has declined more than 15% versus a selected
bank index during the pricing period.
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SUMMIT BANCORP
ACQUISITION OF NMBT CORP
TRANSACTION SUMMARY
ANNOUNCEMENT OCTOBER 4, 1999
TRANSACTION TERMS:
Structure o Purchase transaction
o Tax-free exchange of stock
o Definitive agreement signed
o Due diligence completed
TERMS o Floating exchange ratio within a pricing
collar based on the average price of Summit
Bancorp common stock over a pricing period:
o If average price of Summit stock is between
$27.36 and $37.02, exchange ratio will be
$26.00 divided by that average price
o If average price of Summit stock is greater
than or equal to $37.02, exchange ratio will
be fixed at 0.7024 shares of Summit stock for
each NMBT share
o If average price of Summit stock is less than
or equal to $27.36, exchange ratio will be
fixed at 0.9503 shares of Summit stock for
each NMBT share
o Summit to receive option to purchase up to
19.9% of NMBT common stock
o Walk away right if average price of Summit
stock declines below $26.39, and has declined
more than 15% versus a selected bank index
during the pricing period
TIMING o Targeted to close first quarter 2000
o Subject to normal regulatory and NMBT
shareholder approval
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PRICING OVERVIEW:
Indicated price per share $26.00
Indicated total purchase price $69.4 million
Pike to book value 2.46x
Price to trailing 4Q earnings 21.5x
4
