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 (Date of earliest event reported): February 17, 1999
PRIME BANCORP, INC.
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(Exact name of registrant as specified in charter)
Pennsylvania
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(State or other jurisdiction of incorporation)
0-17286 23-2860688
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(Commission File Number) (I.R.S. Employer
Identification No.)
7111 Valley Green Road, Fort Washington, Pennsylvania 19034-2209
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(Address of principal executive offices) (Zip Code)
Item 1. Changes in Control of Registrant
On February 17, 1999, Prime Bancorp, Inc. ("Prime") has entered into
a definitive Agreement and Plan of Merger pursuant to which Summit
Bancorp, Inc. ("Summit") will acquire Prime. Prime, a bank holding
company headquartered in Fort Washington, Pennsylvania, is the
parent company of Prime Bank, a commercial bank with $1.0 billion in
assets and 27 branches in the five-county greater Philadelphia
region. Under the terms of the definitive agreement, Summit will
exchange one (1) share of Prime common stock for .675 shares of
Summit common stock in a tax free exchange with a transaction value
of approximately $292.0 million.
In connection with the transaction Prime and Summit entered into a
Stock Option Agreement dated February 18, 1999 pursuant to which
Prime granted to Summit an option to purchase 1,087,498 shares of
Prime common stock at a price of $18.00 per share (the closing price
on February 17, 1999) upon the occurrence of certain events. Prime
also agreed to pay Summit a breakup fee of $5,000,000 in the event
the transaction is not completed for certain reasons.
The transaction is subject to customary regulatory approvals and is
anticipated to be completed by the third quarter of 1999.
See Exhibit 99.1 for further details.
The following documents are hereby filed as part of this Form 8-K:
Exhibit 99.1 Additional Exhibits
99.1 News Release, issued by the Registrant on February 18,
1999.
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 thereunto duly authorized.
Date: February 18, 1999 /s/ James J. Lynch
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James J. Lynch
President and Chief
Executive Officer
Date: February 18, 1999 /s/ James J. Kelly
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James J. Kelly
Executive Vice President
and Chief Financial
Officer
EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 News Release, issued by the Registrant
on February 18, 1999.