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
Date of Report (Date of Earliest Event Reported): October 1, 2000
FLEETBOSTON FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Rhode Island 1-6366 05-0341324
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
One Federal Street, Boston, Massachusetts 02110
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(Address of principal executive offices) (zip code)
(617) 346-4000
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
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FleetBoston Financial Corporation, a Rhode Island corporation
("FleetBoston"), and Summit Bancorp., a New Jersey corporation ("Summit"), have
entered into an Agreement and Plan of Merger, dated as of October 1, 2000 (the
"Merger Agreement"), a copy of which is attached as Exhibit 99.1 hereto and is
incorporated herein by reference. The Merger Agreement provides for the merger
of Summit with and into FleetBoston (the "Merger"). In connection with the
Merger, FleetBoston 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 FleetBoston and
Summit, to the class of directors of the FleetBoston Board of Directors with
terms expiring at the 2004 Annual Meeting of FleetBoston Stockholders. The
Merger is expected to be (1) accounted for under the "pooling-of-interests"
method of accounting and (2) a "reorganization" under the Internal Revenue Code
of 1986, as amended.
At the effective time of the Merger, each share of common stock, par
value $0.80 per share, of Summit ("Summit Common Stock"), outstanding
immediately prior to the effective time of the Merger will be converted into
1.02 shares (the "Exchange Ratio") of common stock, par value $0.01 per share,
of FleetBoston ("FleetBoston 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, shall be
converted into and shall become rights with respect to FleetBoston Common Stock
on otherwise substantially similar terms, adjusted to reflect the Exchange
Ratio.
Consummation of the Merger is subject to a number of conditions,
including (1) the adoption of the Merger Agreement by the stockholders 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 has granted
FleetBoston an irrevocable option (the "Option") to purchase, under certain
circumstances, up to 19.9% of the outstanding shares of Summit Common Stock at a
price, subject to certain adjustments, of $34.00 per share (the "Stock Option
Agreement"), a copy of which is attached as Exhibit 99.2 hereto and is
incorporated herein by reference. 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 FleetBoston's Total Profit (as
defined in the Stock Option Agreement) to not more than $350 million.
A copy of the joint press release of October 2, 2000, regarding the
Merger is attached as Exhibit 99.3 hereto and is hereby incorporated herein by
reference.
A copy of the presentation to investors, dated October 2, 2000,
regarding the Merger and given jointly by FleetBoston and Summit, is attached as
Exhibit 99.4 hereto and is hereby incorporated by reference herein.
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The exhibits to this current report on Form 8-K contain forward
looking statements with respect to the financial conditions, results of
operations and businesses of each of FleetBoston and Summit and, assuming the
consummation of the Merger, a combined FleetBoston/Summit including statements
relating to: (a) the cost savings and accretion to reported earnings that will
be realized from the Merger; (b) the impact on revenues of the Merger, and (c)
the restructuring charges expected to be incurred in connection with the Merger.
These forward looking statements involve certain risks and uncertainties.
Factors that may cause actual results to differ materially from those
contemplated by such forward looking statements include, among others, the
following possibilities: (1) expected cost savings from the Merger cannot be
fully realized or realized within this expected time-frame; (2) revenues
following the Merger are lower than expected; (3) competitive pressure among
financial services companies increases significantly; (4) costs or difficulties
related to the integration of the businesses of FleetBoston and Summit are
greater than expected; (5) changes in the interest rate environment reduce
interest margins; (6) general economic conditions, either internationally or
nationally or in the states in which the combined company will be doing
business, are less favorable than expected; or (7) legislation or regulatory
requirements or changes adversely affect the businesses in which the combined
company would be engaged.
Such forward-looking statements speak only as of the date on which
such statements were made, and FleetBoston undertakes no obligation to update
any forward-looking statement to reflect events or circumstances after the date
on which any such statement is made to reflect the occurrence of unanticipated
events.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(a) Financial statements of businesses acquired.
- Not Applicable
(b) Pro forma financial information.
- Not Applicable
(c) Exhibits.
99.1 Agreement and Plan of Merger, dated as of October 1,
2000, by and between FleetBoston Financial Corporation
and Summit Bancorp.
99.2 Stock Option Agreement, dated as of October 1, 2000, by
and between FleetBoston Financial Corporation and Summit
Bancorp.
99.3 Joint press release, dated October 2, 2000, issued by
FleetBoston Financial Corporation and Summit Bancorp.
99.4 Investor Presentation Materials, dated October 2, 2000,
regarding the Merger.
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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 hereunder duly authorized.
FLEETBOSTON FINANCIAL GROUP, INC.
By: /s/ William C. Mutterperl
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Name: William C. Mutterperl
Title: Executive Vice President,
Secretary and General Counsel
Date: October 2, 2000
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EXHIBIT INDEX
99.1 Agreement and Plan of Merger, dated as of October 1, 2000, by and
between FleetBoston Financial Corporation and Summit Bancorp.
99.2 Stock Option Agreement, dated as of October 1, 2000, by and between
FleetBoston Financial Corporation and Summit Bancorp.
99.3 Joint press release, dated October 2, 2000, issued by
FleetBoston Financial Group, Inc. and Summit
Corporation.
99.4 Investor Presentation Materials, dated October 2, 2000,
regarding the Merger.
