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
January 14, 2000
_____________________________________________________________________________
(Date of earliest event reported)
Staten Island Bancorp, Inc.
_____________________________________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 1-13503 13-3958850
_____________________________________________________________________________
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
15 Beach Street, Staten Island, New York 10304
_____________________________________________________________________________
(Address of principal executive offices) (Zip Code)
(718) 447-7900
_____________________________________________________________________________
(Registrant's telephone number, including area code)
Not Applicable
_____________________________________________________________________________
(Former name, former address and former fiscal year, if changed since last
report)
Item 5. OTHER EVENTS
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Effective after the close of business on January 14, 2000, Staten Island
Bancorp, Inc. ("SIB"), the parent holding company for Staten Island Savings
Bank (the "Bank"), completed its acquisition of First State Bancorp ("FSB")
pursuant to the Agreement and Plan of Reorganization, dated as of August 18,
1999 (the "Agreement"), among the Company, the Bank, FSB and First State Bank
("First State"). Pursuant to the terms of the Agreement, FSB merged with an
interim subsidiary created by SIB, and thereafter FSB merged with and into SIB
with SIB as the surviving corporation. In addition, First State converted its
charter to a New Jersey chartered savings and loan association then merged
with and into the Bank with the Bank as the surviving bank (the "Bank
Merger"). After the Bank Merger, First State is being operated as a separate
division of the Bank. Pursuant to the terms of the Agreement, each share of
common stock of FSB converted into the right to receive $174.93 in cash, or
$84.0 million in the aggregate.
The press release issued by SIB with respect to the consummation of the
transactions described herein is attached hereto as Exhibit 99.1 and is
incorporated herein by reference in its entirety. The above summary of the
transactions consummated on January 14, 2000 does not purport to be complete
and is subject to and qualified in its entirety by reference to the Agreement.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
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(a) Not applicable.
(b) Not applicable.
(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 January 14, 2000
____________________________
(1) Incorporated by reference from SIB's current Report on Form 8-K filed on
August 19, 1999, as amended on August 30, 1999.
2
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.
/s/ Harry P. Doherty
By:_________________________________
Name: Harry P. Doherty
Title: Chairman and
Chief Executive Officer
Date: January 28, 2000
3
EXHIBIT 99.1
____________
PRESS RELEASE
For Release at 8:00 P.M. CONTACT: Donald Fleming
________________________ Senior Vice President
January 14, 2000 CONTACT #: (718) 447-7900 Ext. 509
ANNOUNCEMENT: STATEN ISLAND BANCORP, INC.
____________ COMPLETES ACQUISITION OF FIRST STATE BANCORP.
Staten Island, New York - Staten Island Bancorp, Inc. (NYSE "SIB"), the
holding company (the "Company") for Staten Island Savings Bank announced today
the successful completion of its acquisition of First State Bancorp. ("FSB")
(OTC: "FBHW") and the merger of FSB's wholly owned subsidiary, First State
Bank, with and into Staten Island Savings Bank.
Harry P. Doherty, Chairman and CEO of Staten Island Bancorp, Inc. stated, "We
are extremely pleased to complete our acquisition of First State Bancorp and
we look forward to introducing the customers of First State Bank to a much
broader range of consumer and business services. These services, together with
the high level of service already in place at First State, will enable us to
compete effectively in the markets served by First State. More importantly, we
expect that shareholder value will be enhanced through the cost efficient
expansion of our banking operation to Monmouth and Ocean counties of New
Jersey".
At September 30, 1999, the Company's assets totaled $4.3 billion and FSB's
totaled $360 million. The acquisition will be accounted for as a purchase.
Under the terms of the acquisition agreement, the merger consideration is an
aggregate of $84 million in cash.
Statements contained in this news release which are not historical facts are
considered forward looking statements, as that term is defined in the Private
Securities Litigation Reform Act of 1995. Such forward looking statements are
subject to risks and uncertainties which could cause actual results to differ
materially from those currently anticipated due to a number of factors, which
include but are not limited to, factors discussed in documents filed by the
Company with the Securities and Exchange Commission from time to time.
Staten Island Bancorp is the holding company for Staten Island Savings Bank.
The Bank was chartered in 1864 and now operates sixteen full service branches
and three limited service branches on Staten Island and one full service
branch in Brooklyn and, as a result of the acquisition of First State, four
full service branches in Ocean County, and two full service branches in
Monmouth County, New Jersey. The Company also owns SIB Mortgage corp. and
American Construction Lending Services (ACLS, Inc.) both wholly owned
subsidiaries of Staten Island Savings Bank. SIB Mortgage Corp. conducts
business under the name "IVY Mortgage" and has offices in 22 states. ACLS,
Inc. is a wholesale lender specializing in residential construction and loan
products throughout the United States.
