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 5. OTHER EVENTS
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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.
The merger is being accounted for as a "pooling-of-interests" for
accounting and financial reporting purposes.
A copy of the press release issued March 1, 2001, regarding the merger is
attached as Exhibit 99.1 hereto and is hereby incorporated herein by reference.
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 Press release, dated March 1, 2001, issued by FleetBoston
Financial Corporation.
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 1, 2001
EXHIBIT INDEX
99.1 Press release, dated March 1, 2001, issued by FleetBoston
Financial Corporation.