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
August 18, 1999
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(Date of earliest event reported)
Staten Island Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-13503 13-3958850
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
15 Beach Street, Staten Island, New York 10304
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(Address of principal executive offices) (Zip Code)
(718) 447-7900
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name, former address and former fiscal year,
if changed since last report)
<PAGE>
Item 5. Other Events
On August 18, 1999, Staten Island Bancorp, Inc. ("SIB"), the parent
holding company for Staten Island Savings Bank (the "Bank"), announced that SIB
and the Bank had entered into an Agreement and Plan of Reorganization, dated as
of August 18, 1999 (the "Agreement"), with First State Bancorp ("FSB") and its
wholly owned bank subsidiary, First State Bank ("First State"). Pursuant to the
terms of the Agreement, FSB will be merged with an interim subsidiary created by
SIB (the "Merger") and immediately thereafter it will be merged with and into
SIB with SIB as the surviving corporation. In addition, First State will be
merged with and into the Bank with the Bank as the surviving bank (the "Bank
Merger"). After the Bank Merger, First State will be operated as a separate
division of the Bank. Pursuant to the terms of the Agreement, as a result of the
Merger, each share of common stock of FSB will be converted into the right to
receive $174. 93 or $84.0 million in the aggregate. Consummation of the Merger
is subject to a number of conditions, including, the approval of the Agreement
by stockholders of FSB, the receipt of requisite regulatory approvals and the
satisfaction of certain other conditions.
The press release issued by SIB with respect to the announcement of the
transaction described herein is attached hereto as Exhibit 99.1 and is
incorporated herein by reference in its entirety. Also attached as Exhibit 99.2
and incorporated herein by reference is a presentation given by SIB to
investment analysts on August 19, 1999.
The press release and the presentation to analysts incorporated herein
by reference contain forward-looking statements with respect to the financial
condition, results of operations and business of the surviving corporation upon
consummation of the Merger, including statements relating to: (a) the estimated
cost savings that will be realized from the Merger; (b) the estimated impact on
results of operations of the Merger and (c) the transaction costs 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) estimated cost savings from the
Merger cannot be fully realized within the expected time frame; (2) revenues
following the Merger are lower than expected; (3) competitive pressure among
depository institutions increases significantly; (4) costs or difficulties
related to the integration of the businesses of SIB and FSB are greater than
expected; (5) changes in the interest rate environment reduce interest margins;
(6) general economic conditions, either nationally or in the markets in which
the surviving corporation will be doing business, are less favorable than
expected; or (7) legislation or changes in regulatory requirements adversely
affect the businesses in which the surviving entity would be engaged.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Not applicable.
(b) Not applicable.
2
<PAGE>
(c) The following exhibits are included with this Report:
Exhibit 2.1 Agreement and Plan of
Reorganization, dated August 18,
1999, among SIB, the Bank, FSB and
First State(1)
Exhibit 99.1 Press Release, dated August 18, 1999
Exhibit 99.2 Presentation to Analysts
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(1) To be filed by amendment.
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.
STATEN ISLAND BANCORP, INC.
By: /s/Harry P. Doherty
------------------------------
Name: Harry P. Doherty
Title: Chairman and
Chief Executive Officer
Date: August 19, 1999
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PRESS RELEASE
FOR IMMEDIATE RELEASE August 18, 1999
Contact: Donald C. Fleming Ira Hoberman
Senior Vice President President and CEO
Staten Island Savings Bank First State Bank
(718) 447-7900 ext. 509 (732) 367-8000
ANNOUNCEMENT: STATEN ISLAND BANCORP, INC. TO ACQUIRE FIRST STATE BANCORP
Staten Island, New York--August 18, 1999 - Staten Island Bancorp, Inc.
(NYSE: "SIB"), the holding company for Staten Island Savings Bank, and First
State Bancorp (OTC: "FBHW"), the holding company for First State Bank, announced
today the execution of a definitive agreement under the terms of which SIB will
acquire First State Bancorp (FSB) and First State Bank , with headquarters in
Monmouth County, New Jersey. At June 30, 1999, First State Bank had consolidated
total assets of $358.6 million, deposits of $315.6 million and shareholders'
equity of $40.3 million.
Under the terms of the agreement, SIB will acquire FSB for $84 million
in cash. The closing of the transaction is contingent upon, among other things,
appropriate regulatory approvals, as well as approval of FSB's shareholders.
Harry P. Doherty, Chairman and CEO of Staten Island Bancorp, Inc. said,
"the acquisition of First State Bank represents Staten Island Savings Bank's
first expansion of our branch banking operation into the State of New Jersey. It
also expands our presence in New Jersey which began with our purchase of Ivy
Mortgage Corp. in November 1998, which has offices throughout the state."
He continued, "we believe the Monmouth and Ocean County markets
represent significant growth potential for us. We look forward to providing
these communities with the same high level of personal service they currently
enjoy from FSB, plus the much broader range of consumer and business services
available at Staten Island Savings Bank. We anticipate the introduction to First
State customers of ATMs, debit cards, on-line banking and a broader range of
residential mortgage and commercial and small business loans, as well as trust
services shortly after the transaction is consummated".
After the acquisition, First State will continue to operate under the
name "First State, a division of Staten Island Savings Bank." "We understand
that one of the key factors in operating a successful community bank franchise
is retaining local staff and local decision making," Doherty said.
Ira Hoberman, First State's President and CEO, will become president of
the new division. "We are excited about joining a successful community bank who
shares in First State's community-oriented values. We believe our customers and
communities will benefit from the broader product line and greater resources
available at Staten Island Savings Bank," stated Mr. Hoberman.
<PAGE>
The acquisition of First State is SIB's first as a public company.
Doherty added, "we anticipate the transaction being accretive to cash earnings
in the first full year. This is based on anticipated cost saves through the
elimination of duplicate operating departments, and earnings enhancements that
are expected to occur through the gradual replacement of FSB's securities
portfolio with our loan production capabilities."
First State Bank, a FDIC insured state-chartered commercial bank,
currently operates four branches in northern Ocean County and two in Monmouth
County, New Jersey. FSB is also in the process of opening two new branches, one
in Ocean County and one in Monmouth County.
SIB currently has total assets of $4.1 billion. Upon consummation of
the proposed transaction SIB's total assets are expected to increase to $4.5
billion. The transaction is expected to close in the first quarter of 2000.
SIB plans an analyst conference call for August 19, 1999 at 2:30 P.M.
EDT to present the strategic rational and financial implications of the
acquisition. The telephone number to call is 1-800-967-7140, confirmation code #
760193. Information to be provided to analysts in connection with such call is
contained in an exhibit attached to SIB's Current Report on Form 8-K to be filed
with the Securities and Exchange Commission on August 19,1999.
This press release contains forward looking statements with respect to
financial condition, results of operations and business of Staten Island
Bancorp, Inc. following the consummation of the acquisition that are subject to
various factors which could cause actual results to differ materially from such
projections or estimates. Such factors include, but are not limited to, the
possibility that anticipated cost savings and revenue enhancements might not be
realized and that adverse economic conditions or an adverse interest rate
environment could develop.
Staten Island Bancorp, Inc. is the holding company for Staten Island
Savings Bank. The Bank was chartered in 1864 and operates sixteen full-service
branches and three limited-service branches on Staten Island and one
full-service branch in Bay Ridge, Brooklyn. The Bank also provides trust
services and savings bank life insurance. The Company also owns SIB Mortgage
Corp. (a wholly owned subsidiary of Staten Island Savings Bank) which operates
under the name of "Ivy Mortgage" and is based in Branchburg, NJ and has offices
in 22 states.
[GRAPHIC -- Staten Island Bancorp, Inc. Logo]
ACQUISITION PRESENTATION
First State Bancorp
Howell, New Jersey
August 19, 1999
<PAGE>
This document contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. This presentation contains
estimates of future operating results for 1999 and beyond for Staten Island
Bancorp, Inc. and First State Bancorp on a stand-alone and pro-forma combined
basis and estimates of financial condition, merger-related expenses and cost
savings on a combined basis. These statements are not historical facts and
include expressions about management's confidence and strategies and
management's expectations about new and existing programs, products,
relationships, opportunities, technology and market conditions. Such
forward-looking statements involve certain risks and uncertainties. Actual
results may differ materially from the results discussed in these
forward-looking statements. Factors that might cause such a difference include,
but are not limited to, movements in interest rates, the possibility of
disruption in credit markets, successful implementation and integration of
Staten Island Bancorp's acquisitions, successful implementation of Year 2000
technology changes, and the impact of legal and regulatory barriers and
structures. Staten Island Bancorp, Inc. assumes no obligation for updating such
forward-looking statements at any time.
<PAGE>
TRANSACTION OVERVIEW
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Transaction Value ($000)...................... $84,000
Structure..................................... 100% Cash
Accounting.................................... Purchase
GAAP Earnings Accretion to 2000 EPS........... Neutral
CASH Earnings Accretion to 2000 EPS........... 5.1%
STATEN ISLAND BANCORP, INC.
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<PAGE>
TRANSACTION OVERVIEW
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Price / 1998 Reported Earnings...................................... 18.9x
Price / 1999 Estimated Earnings..................................... 18.6x
Price / 2000 Estimated Earnings..................................... 17.8x
Price / 2000 Estimated Earnings + Cost Savings + Enhancements....... 12.4x
Price / Book Value.................................................. 2.08x
Price / Tangible Book Value......................................... 2.08x
Premium / Deposits.................................................. 13.8%
STATEN ISLAND BANCORP, INC.
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<PAGE>
TRANSACTION OVERVIEW
================================================================================
Due Diligence Completed
Definitive Agreements Signed
Management Contracts Obtained with Top 2 Executives
Pending Regulatory Approval
Expected Closing Early 1st Quarter 2000
STATEN ISLAND BANCORP, INC.
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<PAGE>
STRATEGIC RATIONALE
================================================================================
-- Provides Platform Through Which to Enter New Jersey
- Roll out of Staten Island Commercial & Retail Product Set
ATM's, PC / On-Line Banking, Small Business Loans
- Stepping Stone to Further Acquisitions in Market
- Opportunity to Restructure First State's Balance Sheet
IVY Mortgage Production
-- Accretive to Cash Earnings
-- Complimentary to Stock Buybacks
-- Leverages SIB Capital Base
-- Attractive Purchase Price; Minimal Restructure Charge
STATEN ISLAND BANCORP, INC.
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<PAGE>
[-- GRAPHIC --]
Map of branch office locations
of Staten Island Savings Bank and
First State Bank in southern New
York and northern New Jersey.
STATEN ISLAND BANCORP, INC.
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<PAGE>
FIRST STATE BANCORP SNAPSHOT
================================================================================
- -- $350 Million Asset New Jersey Commercial Banking Franchise
- -- Conservatively Managed Balance Sheet
- -- 4 Existing Branches in Northern Ocean County
- -- 2 Existing Branches in Monmouth County
- -- 2 Additional Branches to be Opened in 2000
STATEN ISLAND BANCORP, INC.
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<PAGE>
FIRST STATE BANCORP SNAPSHOT
================================================================================
BALANCE SHEET HIGHLIGHTS
at 6/30/99 ($000)
Securities.......................................... $228,936
Loans, net.......................................... 82,751
Total Assets........................................ 358,646
Total Deposits...................................... 315,688
Total Equity........................................ 40,343
PERFORMANCE FIGURES
for the six months ending 6/30/99 (annualized)
ROA................................................. 1.30%
ROE................................................. 11.37%
NIM................................................. 2.98%
Efficiency Ratio.................................... 42.4%
STATEN ISLAND BANCORP, INC.
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<PAGE>
COST SAVINGS / PORTFOLIO RESTRUCTURE OPPORTUNITY
================================================================================
COST SAVINGS REVIEW
-- Approximately 25% or $850 Thousand After Tax
-- No Branch Closures Anticipated
-- Savings Relate Primarily to Back Office Personnel & Miscellaneous
Duplicative Expense Items
Portfolio Restructure / Enhancements
-- Essentially Related to Running Off First State's Securities Portfolio
and Replenishing Balance Sheet With IVY Production
-- Immediate Opportunity Also Exists to Expand Upon Specifically
Identified Lending Relationships at First State
-- Total Amount of Restructure / Enhancements of Approximately $1.2
Million
STATEN ISLAND BANCORP, INC.
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<PAGE>
PRO FORMA INCOME STATEMENT
================================================================================
SIB GAAP PER SHARE ESTIMATE (1).............................. $1.51
Avg. Shares Outstanding (000) .............................. 36,000
2000 Estimates
GAAP EARNINGS ($000)
-----------------------------------------------------------------
SIB GAAP Earnings ....................................... $54,360
First State Income Contribution.......................... 4,707
Cost Savings............................................. 850
Revenue Enhancements..................................... 1,200
Goodwill Amortization.................................... -3,084
Transaction Financing Cost............................... -3,610
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Grand Total.............................................. $54,423
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Pro forma EPS............................................ $1.51
GAAP Earnings Accretion.................................. 0.1%
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(1) Based on Zack's mean estimate for 2000
STATEN ISLAND BANCORP, INC.
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<PAGE>
PRO FORMA INCOME STATEMENT
================================================================================
SIB CASH PER SHARE ESTIMATE (1).............................. $1.73
Avg. Shares Outstanding (000)................................ 36,000
2000 Estimates
CASH EPS ($000)
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SIB CASH Earnings........................................ $62,280
First State Income Contribution.......................... 4,707
Cost Savings............................................. 850
Revenue Enhancements..................................... 1,200
Goodwill Amortization.................................... 0
Transaction Financing Cost............................... -3,610
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Grand Total.............................................. $65,427
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Pro forma CASH EPS....................................... $1.82
CASH Earnings Accretion.................................. 5.1%
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(1) Based on KBW's estimate for 2000
STATEN ISLAND BANCORP, INC.
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<PAGE>
PRO FORMA BALANCE SHEET HIGHLIGHTS
================================================================================
as of 6/30/99
in thousands
<TABLE>
<CAPTION>
Staten Island First State
Bancorp, Inc. Bancorp Pro forma
------------- ------- ---------
<S> <C> <C> <C>
Gross Loans.......................... $1,781,166 $ 86,117 $1,867,283
Cash & Securities.................... 2,208,078 264,960 2,473,038
Intangibles.......................... 16,566 0 62,823
Total Assets......................... 4,134,195 358,646 4,492,841
Deposits............................. 1,819,407 315,688 2,135,095
Tangible Equity...................... $ 601,399 $ 40,343 $ 555,142
Loan / Deposits..................... 97.9% 27.3% 87.5%
Tangible Equity / Tangible Assets.... 14.6% 11.2% 12.5%
</TABLE>
STATEN ISLAND BANCORP, INC.
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<PAGE>
SUMMARY
================================================================================
-- Expands Staten Island Bancorp's Market Place
-- Achievable Cost Savings & Revenue Enhancements
-- Consistent with Management's Goal of Increasing Shareholder Value
Accretive to Cash Earnings Per Share
Complimentary to Stock Buybacks
Leverages Capital Base
Minimal Restructure Charge
STATEN ISLAND BANCORP, INC.
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