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): March 1, 2001
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)
100 Federal Street
Boston, Massachusetts 02110
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(Address of principal executive offices) (zip code)
(617) 434-2200
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(Registrant's telephone number, including area code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
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As previously reported, on March 1, 2001, Summit Bancorp., a New Jersey
corporation ("Summit"), merged with and into FleetBoston Financial Corporation,
a Rhode Island corporation ("FleetBoston"), pursuant to an Agreement and Plan of
Merger, dated as of October 1, 2000, by and between Summit and FleetBoston (the
"Merger Agreement"). As a result of the merger, each share of common stock, par
value $0.80 per share, of Summit outstanding immediately prior to the effective
time of the merger was converted into the right to receive 1.02 shares of common
stock, par value $0.01 per share, of FleetBoston, with cash in lieu of
fractional shares, and all rights with respect to Summit common stock pursuant
to Summit stock options outstanding at such effective time were converted into
and became rights with respect to FleetBoston common stock on terms adjusted to
reflect the 1.02 exchange ratio. Approximately 180.5 million shares of
FleetBoston common stock were issued in the merger, and up to approximately 9.0
million shares of FleetBoston common stock may be issued upon the exercise of
converted Summit stock options.
The merger is being accounted for as a "pooling of interests" for
accounting and financial reporting purposes.
The Merger Agreement is included as Exhibit 2.1 to this Current Report on
Form 8-K and the foregoing description of the Merger is qualified in its
entirety by reference to the Merger Agreement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(a) FINANCIAL STATEMENTS OF SUMMIT BANCORP. ("SUMMIT")
The following financial statements of Summit are incorporated by
reference to pages 34 through 55 of Summit's Annual Report to Shareholders
included in Exhibit 13 to Summit's Annual Report on Form 10-K for the year ended
December 31, 1999 (Commission File Number 1-6451).
- Consolidated Balance Sheets as of December 31, 1999 and 1998
- Consolidated Statements of Income for the Years Ended
December 31, 1999, 1998 and 1997
- Consolidated Statements of Changes in Shareholders' Equity for the
Years Ended December 31, 1999, 1998 and 1997
- Consolidated Statements of Cash Flow for the Years Ended
December 31, 1999, 1998 and 1997
- Notes to Financial Statements
- Independent Auditors' Report
The following financial statements of Summit are incorporated by
reference to pages 1 through 22 of Summit's Quarterly Report on Form 10-Q for
the three- and nine-month periods ended September 30, 2000.
- Consolidated Balance Sheets as of September 30, 2000
- Consolidated Statements of Income for the three and nine-month periods
ended September 30, 2000 and 1999
- Consolidated Statement of Changes in Shareholders' Equity for the
nine-month periods ended September 30, 2000 and 1999
- Consolidated Statement of Cash Flow for the nine-month periods ended
September 30, 2000 and 1999
- Notes to Unaudited Financial Statements
(b) PRO FORMA FINANCIAL INFORMATION
Pro forma financial statements will be filed by an amendment to this
Form 8-K not later than April 30, 2001. It is impracticable to file the pro
forma financial statements at the time of this Form 8-K filing.
(c) EXHIBITS
2.1 Agreement and Plan of Merger, dated October 1, 2000, by and between
FleetBoston Financial Corporation, a Rhode Island corporation, and
Summit Bancorp., a New Jersey corporation (incorporated by reference
to Appendix A to the Proxy Statement-Prospectus forming a part of
the Registration Statement of FleetBoston Financial Corporation on
Form S-4 (File No. 333-50346)).
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 CORPORATION
By: /s/ William C. Mutterperl
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Name: William C. Mutterperl
Title: Executive Vice President, General
Counsel and Secretary
Date: March 12, 2001
EXHIBIT INDEX
2.1 Agreement and Plan of Merger, dated October 1, 2000, by and between
FleetBoston Financial Corporation, a Rhode Island corporation, and
Summit Bancorp., a New Jersey corporation (incorporated by reference
to Appendix A to the Proxy Statement-Prospectus forming a part of
the Registration Statement of FleetBoston Financial Corporation on
Form S-4 (File No. 333-50346)).