<PAGE> 1
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
---------------------
April 12, 1999
(Date of earliest event reported)
INDEPENDENCE COMMUNITY BANK CORP.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
Delaware 0-23229 13-3387931
(State or other jurisdiction (Commission File (IRS employer
of incorporation) Number) identification number)
</TABLE>
195 Montague Street, Brooklyn, New York 11201
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (718) 722-5300
None
(Former name or former address, if changed since last report)
<PAGE> 2
ITEM 5. OTHER EVENTS.
On April 12, 1999, Independence Community Bank Corp., a Delaware
corporation ("ICBC"), entered into an Agreement and Plan of Merger (the "Merger
Agreement") by and between ICBC and Statewide Financial Corp., a New Jersey
corporation ("Statewide"). The Merger Agreement provides, among other things,
that Statewide will be merged with and into ICBC, with ICBC being the surviving
corporation (the "Merger").
Pursuant to the Merger Agreement, each share of common stock of Statewide,
no par value per share ("Statewide Common Stock"), issued and outstanding at the
Effective Time (as defined in the Merger Agreement) of the Merger (other than
(i) shares of Statewide Common Stock held in treasury, (ii) unallocated and/or
unvested shares of Statewide Common Stock held in Statewide's Recognition and
Retention Plans, and (iii) shares of Statewide Common Stock held directly or
indirectly by ICBC or Statewide or any of their respective subsidiaries
(collectively, the "Excluded Shares"), which Excluded Shares shall be canceled
and cease to exist and no consideration shall be delivered in exchange therefor)
will be converted into the right to receive, at the election of the holder
thereof, either (i) a number of shares of ICBC Common Stock, $.01 par value per
share ("ICBC Common Stock"), equal to the Final Exchange Ratio (as hereinafter
defined) or (ii) cash in an amount equal to the Per Share Consideration (as
hereinafter defined), provided however, the aggregate amount of cash
consideration will amount to approximately $51.0 million; provided further,
however, that approximately 50% of Statewide Common Stock will be exchanged for
ICBC Common Stock and approximately 50% of Statewide Common Stock will be
exchanged for cash, subject to the discussion below. Under the terms of the
Merger Agreement, the Final Exchange Ratio equals the quotient obtained by
dividing the Per Share Consideration by the Average Closing Price (as defined
below). The Per Share Consideration is equal to the sum of the aggregate cash
consideration and the aggregate stock consideration divided by the number of
issued and outstanding shares of Statewide Common Stock at the Effective Time of
the Merger. The aggregate stock consideration is the product of one-half of the
number of issued and outstanding shares of Statewide Common Stock times the
Average Closing Price times 2.0612. The Average Closing Price for ICBC Common
Stock will be the average of the reported closing sale prices per share during
the Pricing Period (which consists of the ten consecutive trading days during
which ICBC Common Stock is traded on the Nasdaq Stock Market ending on the tenth
business day immediately prior to the anticipated Effective Time of the Merger).
The Merger Agreement contains customary antidilution provisions.
In the event that the Statewide stockholders elect to receive cash
exceeding the aggregate amount of cash available in the transaction, additional
shares of ICBC Common Stock in lieu of cash may be allocated to such
stockholders on a pro rata basis. Conversely, if Statewide stockholders elect
to receive ICBC Common Stock in an amount in excess of the amount of stock
available in the transaction, such stockholders may be paid cash in lieu of
stock on a pro rata basis. To the extent possible, stockholders who express no
preference between cash and stock or fail to file an election will be allocated
ICBC Common Stock or cash in such manner as to avoid or minimize adjustments in
the type of consideration requested by those stockholders who do file an
election.
2
<PAGE> 3
Each of Statewide and ICBC have made certain representations and warranties
to the other in the Merger Agreement as to, among other things, the
authorization, validity, binding effect and enforceability of the Merger
Agreement, various corporate matters, capital structure, consents and approvals,
regulatory reports, financial statements, certain fees payable in connection
with the Merger, the absence of material adverse changes, the absence of certain
legal proceedings, taxes, employee benefit plans, compliance with applicable
law, agreements with regulatory agencies, environmental matters, loan portfolio
and property. Statewide has also made certain representations and warranties to
ICBC with respect to among other things, its material contracts, the
inapplicability of antitakeover provisions, its insurance, its investment
securities and borrowings, and certain other matters. ICBC has also made
representations and warranties to Statewide with respect to the shares of ICBC
Common Stock to be issued in connection with the Merger.
Pursuant to the Merger Agreement, during the period from the date of the
Merger Agreement to the Effective Time, each of Statewide and ICBC has agreed to
use commercially reasonable efforts to, and shall cause each of its respective
subsidiaries to use commercially reasonable efforts to (i) conduct its business
in the ordinary and usual course consistent with past practices and prudent
banking practice; (ii) maintain and preserve intact its business organization,
properties, leases, employees and advantageous business relationships and
retain the services of its officers and key employees, (iii) take no action
which would adversely affect or delay the ability of Statewide, Statewide
Savings Bank, S.L.A. (Statewide's wholly owned subsidiary), ICBC or Independence
Community Bank (ICBC's wholly owned subsidiary) to perform its covenants and
agreements on a timely basis under the Merger Agreement, and (iv) take no action
which would adversely affect or delay the ability of Statewide, Statewide
Savings Bank, S.L.A., ICBC or Independence Community Bank to obtain any
necessary approvals, consents or waivers of any governmental authority required
for the transactions contemplated thereby or which would reasonably be expected
to result in any such approvals, consents or waivers containing any material
condition or restriction. Statewide has agreed to also not take certain actions
with respect to its operations including, among other things, not paying
dividends in excess of its normal quarterly rate, not issuing shares of
Statewide Common Stock expect as result of the exercise of existing options
granted under Statewide's option plans and not amending its certificate of
incorporation or bylaws.
The Merger Agreement can be terminated for various reasons, including,
among others, by the mutual written consent of the parties or by either party if
the other party has materially breached its covenants, agreement,
representations or warranties, which breach cannot be cured within 30 days after
notice thereof, or by either party upon the occurrence or nonoccurrence of
certain other conditions or actions as set forth in the Merger Agreement.
Consummation of the Merger is subject to the satisfaction of certain
conditions, including approval of the stockholders of Statewide and approval of
the appropriate regulatory agencies.
As an inducement for ICBC to enter into the Merger Agreement, ICBC and
Statewide entered into a stock option agreement pursuant to which, under certain
circumstances, ICBC would have the option to purchase up to 19.9% (803,531
shares) of Statewide's issued and outstanding
3
<PAGE> 4
shares of Statewide Common Stock (without giving effect to the stock issued in
connection with the exercise of the option).
This Current Report on Form 8-K may contain certain forward-looking
statements regarding ICBC's acquisition of Statewide, including cost savings to
be realized, earnings accretion, transaction charges and other opportunities
following the acquisition which are based on management's current expectations
regarding economic, legislative and regulatory issues. The factors which may
cause future results to vary materially include, but are not limited to, general
economic conditions, changes in interest rates, deposit flows, loan demand, real
estate values, and competition; changes in accounting principles, policies, or
guidelines; changes in legislation or regulation; and other economic,
competitive, governmental, regulatory, and technological factors affecting each
company's operations, pricing, products and services.
ICBC and Statewide publicly announced the Merger in a press release dated
April 13, 1999, a copy of which is attached hereto as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial statements of businesses acquired.
-------------------------------------------
Not applicable.
(b) Pro forma financial information.
-------------------------------
Not applicable.
(c) Exhibits.
--------
The following Exhibits are filed as part of this report:
Exhibit No. Description
----------- -----------
99.1 Press Release issued on April 13, 1999
99.2 Analyst Presentation
4
<PAGE> 5
SIGNATURES
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 hereunto duly authorized.
INDEPENDENCE COMMUNITY BANK CORP.
By: /s/ Charles J. Hamm
------------------------------------
Charles J. Hamm
Chairman, President and
Chief Executive Officer
Dated: April 20, 1999
5
<PAGE> 6
EXHIBIT INDEX
Exhibit Description
- ------- -----------
99.1 Press Release issued on April 13, 1999
99.2 Analyst Presentation
<PAGE> 1
Exhibit 99.1
[INDEPENDENCE COMMUNITY BANK CORP. LOGO]
PRESS RELEASE
195 Montague Street - Brooklyn, New York 11201
INDEPENDENCE COMMUNITY BANK CORP. AGREES TO ACQUIRE
STATEWIDE FINANCIAL CORP.
Brooklyn, New York April 13, 1999 - Independence Community Bank Corp.
("Independence")(NASDAQ:ICBC) and Statewide Financial Corp.
("Statewide")(NASDAQ:SFIN) jointly announced today the signing of a definitive
agreement pursuant to which Independence will acquire Statewide, a savings and
loan holding company headquartered in Jersey City, New Jersey. Upon completion
of the acquisition, Statewide's wholly-owned subsidiary, Statewide Savings Bank,
will merge into Independence Community Bank, Independence's wholly-owned
subsidiary.
Under the terms of the agreement, which was approved unanimously by
both boards of directors, Independence will issue in aggregate 4.16 million
shares of Independence common stock (using a fixed exchange ratio of 2.0612
Independence shares per Statewide share for 50% of Statewide's common shares
outstanding) and $51 million in aggregate cash consideration ($25.25 per share
for 50% of Statewide common shares outstanding), subject to election, proration
and allocation procedures. At closing, shareholders electing cash or stock will
receive the same value. Based on Independence's closing price on April 12, 1999,
the transaction has an implied per share value of $25.31 per Statewide share for
an aggregate transaction value, including currently outstanding stock options,
of approximately $108 million.
The transaction will continue to build Independence's market share in
New Jersey. Upon the completion of Independence's pending acquisitions of Broad
National Bancorporation and Statewide, Independence will have deposit
liabilities of $1.0 billion in New Jersey. In fiscal 2002, Independence expects
the transaction to be accretive to GAAP earnings and strongly accretive to cash
earnings based on estimated consolidation savings.
Commenting on the transaction, Mr. Charles J. Hamm, Chairman, President
and CEO of Independence stated, "I am pleased to announce Independence's second
acquisition in New Jersey. This in-market transaction provides additional mass
in New Jersey, provides opportunities for synergies and further leverages the
proceeds from our conversion. The demographics of Statewide's urban markets are
similar to those of our core banking markets. These markets will
<PAGE> 2
provide Independence the opportunity to build on its success as one of New
York's largest multi-family lenders."
Mr. Victor M. Richel, Chairman, President and CEO of Statewide
commented, "Independence's very strong commitment to providing excellence in
customer service and satisfaction, coupled with a natural complement we have in
serving largely urban communities, are among the principal reasons we chose to
partner with them. Our very strong development of the commercial market combined
with the success of our Statewide Funding division, will be significantly
enhanced by Independence providing a larger platform for expanding our growth
and meeting customer needs. We are also pleased to be able to join with Broad
National Bancorporation to form a formidable New Jersey division of
Independence. I believe this strategic combination will clearly enhance
Statewide's shareholder value, while providing our customers and employees with
local management committed to delivering excellence in customer service."
Upon completion of the transaction, Mr. Richel will become a Vice
Chairman of the Board of Independence. Statewide's current Board of Directors
will serve as an Advisory Board.
In connection with the merger, Statewide has granted an option to
Independence to purchase up to 19.9% of Statewide's common shares currently
outstanding under certain circumstances.
The transaction will be accounted for as a purchase and will not affect
Independence's ability to repurchase shares of stock. Independence intends to
repurchase in the open market all the shares of common stock that will be issued
in the transaction. The transaction is subject to receipt of various regulatory
approvals, approval of Statewide shareholders and certain other conditions.
Statewide, headquartered in Jersey City, N.J., conducts thrift business
and offers commercial banking services through its 16 branches in Hudson, Union
and Bergen counties.
Independence was originally chartered in 1850 and currently operates 32
full service branches located in the greater New York City metropolitan area
including 26 branches located in the boroughs of Brooklyn and Queens.
Merrill Lynch & Co. served as financial advisor to Independence and
Sandler O'Neill served as financial advisor to Statewide.
This press release contains forward looking statements with respect to
the financial condition, results of operations and business of Independence and
Statewide and assuming the consummation of the merger, a combined Independence
and Statewide, including statements relating to, among other things,: (i)the
cost savings and revenue enhancements and accretion to reported earnings that
will be realized from the merger; and (ii)the restructuring charges 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 other things, the following possibilities: (i)expected cost
savings from the merger cannot be fully realized or realized within the expected
timeframe; (ii)revenues following the merger are lower than expected;
(iii)competitive pressure among depository institutions increases significantly;
(iv)costs related to the integration of the business of Independence and
Statewide are greater than expected; (v)changes in the interest rate environment
reduces interest margins; (vi)general economic conditions, either nationally or
in the states in which the combined company will be doing business, are less
favorable than expected; (vii) legislation or regulatory requirements or changes
adversely affect the business in which the combined company will be engaged; and
(viii)changes may occur in the securities market.
Contact: John B. Zurell
Chief Financial Officer
Independence Community Bank Corp.
718/722-5420
2
<PAGE> 3
Bernard F. Lenihan
Chief Financial Officer
Statewide Financial Corp.
201/795-4000
3
<PAGE> 1
Exhibit 99.2
[LOGO] INDEPENDENCE
COMMUNITY BANK CORP.
Merger with
Statewide
Financial Corp.
April 13, 1999
<PAGE> 2
FORWARD LOOKING INFORMATION
This presentation contains forward looking statements with respect to the
financial condition, results of operations and business of Independence
Community Bank Corp. ("Independence") and Statewide Financial Corp.
("Statewide") and assuming the consummation of the merger, a combined
Independence and Statewide, including statements relating to: (i) the cost
savings and revenue enhancements and accretion to reported earnings that will be
realized from the merger; and (ii) the restructuring charges 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 other things, the following possibilities: (i) expected cost savings from
the merger cannot be fully realized or realized within the expected time; (ii)
revenues following the merger are lower than expected; (iii) competitive
pressure among depository institutions increase significantly; (iv) costs
related to the integration of the business of Independence and Statewide are
greater than expected; (v) changes in the interest rate environment reduces
interest margins; (vi) general economic conditions, either nationally or in the
states in which the combined company will be doing business, are less favorable
than expected; (vii) legislation or regulatory requirements or changes adversely
affect the business in which the combined company will be engaged; and (viii)
changes may occur in the securities market.
[INDEPENDENCE COMMUNITY BANK CORP. LOGO]
[STATEWIDE FINANCIAL CORP. LOGO]
<PAGE> 3
TRANSACTION SUMMARY
<TABLE>
<CAPTION>
<S> <C>
TRANSACTION: Merger of Independence Community
("Independence") and Statewide Financial
("Statewide")
ACCOUNTING TREATMENT: Purchase (goodwill amortized over 15 years
straight-line)
CONSIDERATION MIX: Cash/stock election, subject to proration
TRANSACTION VALUE: $25.31 per Statewide share based on ICBC's
closing price on April 12, 1999
$108 million in aggregate consideration
MARKET PREMIUM: 19% based on Statewide's closing price on
4/12/99
MANAGEMENT: Statewide CEO, Victor Richel, becomes Vice
Chairman of Independence and joins the Board of
Directors
</TABLE>
[INDEPENDENCE COMMUNITY BANK CORP. LOGO]
[STATEWIDE FINANCIAL CORP. LOGO]
<PAGE> 4
<TABLE>
<CAPTION>
TRANSACTION SUMMARY (CONT'D)
<S> <C>
SYNERGIES: $7.8 million pre-tax fully-realized (approximately
40% of Statewide's total non-interest expenses)
RESTRUCTURING CHARGE: Approximately $25.5 million after-tax
LOCK-UP AGREEMENT: Independence has the option to acquire 19.9% of
Statewide's common shares outstanding under
certain circumstances
DUE DILIGENCE: Completed
EXPECTED CLOSING: First quarter calendar 2000
</TABLE>
[INDEPENDENCE COMMUNITY BANK CORP. LOGO]
[STATEWIDE FINANCIAL CORP. LOGO]
<PAGE> 5
CALCULATION OF TRANSACTION VALUE PER SHARE
- - Cash component equal to $25.25 for 50% of Statewide's shares
- - Stock component based on a fixed exchange ratio of 2.0612 shares for 50% of
Statewide's shares
- - All Statewide shareholders will receive the same value based on
Independence's average stock price at closing
[CALCULATION OF TRANSACTION VALUE CHART]
Independence Average Stock Price at Closing
[INDEPENDENCE COMMUNITY BANK CORP. LOGO]
[STATEWIDE FINANCIAL CORP. LOGO]
<PAGE> 6
STRATEGIC RATIONALE
- Creates New Jersey franchise with over $1 billion in deposits
- Logical follow-on acquisition after Broad National
- Operates in urban markets with demographics similar to Independence
and Broad National's markets
- Provides strong presence in Jersey City to complement Broad's
operations in Elizabeth and Newark
- Financially attractive
- 3.6% accretive to GAAP EPS in ICBC's fiscal year ended March 31, 2002
- 8.8% accretive to cash EPS in fiscal year ended March 31, 2002
- Strong IRR
- Potential value in Statewide's goodwill lawsuit
- In-market transaction offering synergy opportunities
- Achievable expense savings (40%of Statewide's total non-interest
expense) and no revenue enhancements factored in
- Successful acquisition and integration history at Independence
[INDEPENDENCE COMMUNITY BANK CORP. LOGO]
[STATEWIDE FINANCIAL CORP. LOGO]
<PAGE> 7
STRATEGIC RATIONALE (CONT'D)
- Provides additional platform to leverage Independence's multi-family lending
capabilities
- Purchase accounting allows Independence to continue, subject to certain
limitations, its existing share repurchase program
- Maintain balance sheet flexibility
- Effective leveraging of Independence's excess capital from conversion
[INDEPENDENCE COMMUNITY BANK CORP. LOGO]
[STATEWIDE FINANCIAL CORP. LOGO]
<PAGE> 8
FAVORABLY PRICED RELATIVE TO COMPARABLE TRANSACTIONS
<TABLE>
<CAPTION>
INDEPENDENCE/STATEWIDE COMPARABLE
MULTIPLES TRANSACTIONS(a)
--------- ---------------
<S> <C> <C>
Price/Market Value (1 day prior) 19.46% 14.22%
Price/Book Value 1.74x 2.04x
Price/Tangible Book 1.74x 2.22x
Price/LTM Earnings 21.63x(b) 22.55x
Deposit Premium 11.08% 17.29%
</TABLE>
(a) Average multiples for Mid-Atlantic thrift transactions with announced deal
values between $50 million and $250 million since January 1, 1997. Source:
SNL Securities L.P.
(b) Excludes $1.9 million pre-tax non-recurring charge.
[INDEPENDENCE COMMUNITY BANK CORP. LOGO]
[STATEWIDE FINANCIAL CORP. LOGO]
<PAGE> 9
OVERVIEW OF STATEWIDE FINANCIAL
<TABLE>
<CAPTION>
<S> <C>
- HEADQUARTERS: Jersey City, New Jersey
- HISTORY: Founded in 1943
- TICKER/EXCHANGE: SFIN/NASDAQ
- SENIOR MANAGEMENT: Chairman, President & CEO - Victor M. Richel
- CORE BANKING MARKETS: Operates in northern New Jersey metro markets:
Jersey City (7 Branches)
Elizabeth (2 Branches)
Other Markets (7 Branches)
- PRIMARY BUSINESSES: Retail banking
Business banking
- BRANCHES: 16 full-service branches
- ATMS: 13
- GOODWILL LAWSUIT: Statewide has a pending goodwill lawsuit relating to the
elimination of $18.7 million of supervisory goodwill
</TABLE>
[INDEPENDENCE COMMUNITY BANK CORP. LOGO]
[STATEWIDE FINANCIAL CORP. LOGO]
<PAGE> 10
OVERVIEW OF STATEWIDE FINANCIAL - FINANCIAL CONDITION/PERFORMANCE
($ IN MILLIONS)
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31 (AS STATED)
------------------------------------------
1998 1997 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Total Assets $718 $675 $636 $559
Loans, net 366 333 325 196
Deposits 444 444 457 438
Total Equity 60 65 67 72
Net Income 3.5 5.6 3.2 2.5
Equity/Assets 8.43% 9.61% 10.52% 12.94%
ROAA 0.54%(*) 0.82% 0.49% 0.50%
ROAE 5.65(*) 8.74 4.67 7.31
Efficiency Ratio 77.32 65.91 81.65 77.47
Net Interest Margin 3.46 3.77 3.45 3.52
Reserves/NPLs 122.73% 113.18% 95.43% 57.66%
NPAs/Assets 0.42 0.44 0.52 1.12
Reserves/Loans 0.83 0.85 0.80 1.66
</TABLE>
(*) Excluding $1.9 million pre-tax charge incurred related to the write-off of
premium on mortgage backed securities, ROAA and ROAE for 1998 would have
been 0.73% and 7.67%, respectively.
[INDEPENDENCE COMMUNITY BANK CORP. LOGO]
[STATEWIDE FINANCIAL CORP. LOGO]
<PAGE> 11
Enhanced Market Share in New Jersey for Independence
[ENHANCED MARKET SHARE GRAPH]
[INDEPENDENCE COMMUNITY BANK CORP. LOGO]
[STATEWIDE FINANCIAL CORP. LOGO]
<PAGE> 12
STRENGTHENING INDEPENDENCE'S NEW JERSEY FRANCHISE
($ IN THOUSANDS)
<TABLE>
<CAPTION>
INDEPENDENCE STATEWIDE PRO FORMA
------------ --------- ---------
CITY BRANCHES DEPOSITS BRANCHES DEPOSITS BRANCHES DEPOSITS RANK
---- -------- -------- -------- -------- -------- -------- ----
<S> <C> <C> <C> <C> <C> <C> <C>
NEWARK 7 $318,951 -- -- 7 $ 318,951 3
ELIZABETH 2 100,601 2 $115,523 4 216,124 5
JERSEY CITY 1 4,191 7 197,431 8 201,622 6
SECAUCUS -- -- 1 44,763 1 44,763 6
LIVINGSTON 1 36,352 -- -- 1 36,352 9
EAST ORANGE 1 31,628 -- -- 1 31,628 2
NORTH ARLINGTON 1 25,516 1 495 2 26,011 5
MILLBURN 1 25,127 -- -- 1 25,127 8
GARWOOD -- -- 1 21,721 1 21,721 2
LODI -- -- 1 19,637 1 19,637 7
FANWOOD -- -- 1 16,613 1 16,613 3
PERTH AMBOY 1 16,062 -- -- 1 16,062 5
CLIFFSIDE PARK -- -- 1 13,102 1 13,102 6
HOBOKEN -- -- 1 11,190 1 11,190 10
KEARNY 1 7,480 -- -- 1 7,480 10
--- -------- -- -------- -- ---------- --
TOTAL 16 $565,908 16 $440,475 32 $1,006,383
=== ======== == ======== == ========== ==
</TABLE>
(*) Data as of June 30, 1998. Pro forma for pending acquisitions. Source: SNL
Securities, L.P.
[INDEPENDENCE COMMUNITY BANK CORP. LOGO]
[STATEWIDE FINANCIAL CORP. LOGO]
<PAGE> 13
STRONG PRO FORMA FINANCIAL POSITION
($ IN MILLIONS)
<TABLE>
<CAPTION>
AT DECEMBER 31, 1998
--------------------
INDEPENDENCE BROAD STATEWIDE PRO FORMA(a)
------------ ----- --------- ------------
<S> <C> <C> <C> <C>
BALANCE SHEET ITEMS
Total Assets $5,270(b) $685 $718 $6,539
Total Loans 3,303 360 369 4,032
Total Deposits 3,412 575 444 4,431
Intangibles 49 0 0 223
Equity 870(b) 45 61 870
Reserves for Loans Losses 44 8 3 55
CAPITAL RATIOS
Equity/Assets 16.51%(b) 6.64% 8.43% 13.31%
Tang. Common Equity/Assets 15.72(b) 6.62 8.42 10.24
ASSET QUALITY
NPAs/Assets 0.76% 0.89% 0.42% 0.74%
Loan Loss Reserve/NPLs 110.73 142.59 122.73 115.18
Loan Loss Reserve/NPAs 109.85 135.71 101.43 112.52
</TABLE>
(a) At 12/31/98, includes impact of non-recurring charges and other purchase
accounting adjustments.
(b) Adjusted for 2.70 million shares repurchased in January.
[INDEPENDENCE COMMUNITY BANK CORP. LOGO]
[STATEWIDE FINANCIAL CORP. LOGO]
<PAGE> 14
INDEPENDENCE IS A PROVEN ACQUIROR
($ IN MILLIONS)
- INDEPENDENCE HAS A STRONG TRACK RECORD OF SUCCESSFULLY COMPLETING AND
INTEGRATING ACQUISITIONS:
<TABLE>
<CAPTION>
ASSETS/
DATE DEPOSITS PURCHASE
ACQUIRED TARGET ACQUIRED PRICE
-------- ------ -------- -----
<S> <C> <C> <C>
Pending Broad National $575 $138
4/25/97 Apple Bank Deposits 66 N/A
3/15/96 First Nationwide Deposits 616 N/A
1/3/96 Bay Ridge Bancorp 588 $130
4/7/92 Long Island City 340 80
3/27/92 State Savings - RTC 221 N/A
</TABLE>
- STATEWIDE WILL BE INTEGRATED THREE TO FOUR MONTHS FOLLOWING BROAD
[INDEPENDENCE COMMUNITY BANK CORP. LOGO]
[STATEWIDE FINANCIAL CORP. LOGO]
<PAGE> 15
EXPECTED SYNERGIES
($ IN THOUSANDS, PRE-TAX)
- 50% OF THE PROJECTED PRE-TAX SYNERGIES WILL BE ACHIEVED IN INDEPENDENCE'S
FY2001 AND 100% IN FY2002
<TABLE>
<CAPTION>
1999
PROJECTED ESTIMATED %
EXPENSES SAVINGS SAVINGS
-------- ------- -------
<S> <C> <C> <C>
Retail Banking $5,884 $95 2%
Lending 2,977 606 20
Operations 2,959 1,494 50
Finance 2,105 698 33
Corporate 5,572 4,906 88
------- ------ --
Total $19,498 $7,799 40%
======= ====== ==
</TABLE>
- NO REVENUE ENHANCEMENTS HAVE BEEN ASSUMED IN MANAGEMENT'S PROJECTIONS
- SIGNIFICANT OPPORTUNITY EXISTS FOR INDEPENDENCE TO PENETRATE THE
MULTI-FAMILY LENDING MARKET IN JERSEY CITY AND ELIZABETH
[INDEPENDENCE COMMUNITY BANK CORP. LOGO]
[STATEWIDE FINANCIAL CORP. LOGO]
<PAGE> 16
RESTRUCTURING CHARGE
($ IN THOUSANDS, AFTER-TAX)
<TABLE>
<CAPTION>
TOTAL
-----
<S> <C>
Termination Costs $22,538
Other Restructuring Charge 3,000
-------
Total $25,538
=======
</TABLE>
[INDEPENDENCE COMMUNITY BANK CORP. LOGO]
[STATEWIDE FINANCIAL CORP. LOGO]
<PAGE> 17
ACCRETIVE TO INDEPENDENCE GAAP AND CASH EPS IN FY2002(*)
($ IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
INDEPENDENCE FISCAL YEAR
------------------------
2001 2002
---- ----
<S> <C> <C>
Independence Earnings $ 57,945 $ 64,319
Statewide Earnings 6,176 6,855
-------- --------
Combined Earnings $ 64,121 $ 71,175
Cost Savings (after-tax) $ 2,336 $ 4,673
Cost of Cash Financing (3,867) (3,867)
Intangible Amortization (4,760) (4,760)
Other (806) (588)
-------- --------
Pro Forma Earnings $ 57,025 $ 66,633
======== ========
Pro Forma Projected EPS $ 0.89 $ 1.03
======== ========
GAAP Accretion / (Dilution) (1.59)% 3.60%
Cash Accretion / (Dilution) 5.21 8.83
</TABLE>
(*) Proforma for acquisition of Broad National and assumes full realization of
synergies.
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<PAGE> 18
Summary
- In-market acquisition
- Accretive to GAAP and cash EPS
- Attractive IRR
- Further opportunity for Independence to penetrate multi-family lending
market in key Northern New Jersey urban markets
- Creates New Jersey franchise with over $1 billion in deposits
- Effective use of excess capital
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<PAGE> 19
Appendix
<PAGE> 20
ATTRACTIVE DEPOSIT BASE(a)
[COST OF DEPOSITS GRAPHICS]
(a) Deposit balances as of December 31, 1998. Cost of deposits, net interest
spread and net interest margin for ICBC are for the nine months ended
December 31, 1998 and for BNBC and SFIN, the year ended December 31, 1998.
(b) Pro forma for Broad National.
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<PAGE> 21
ATTRACTIVE DEPOSIT BASE(a)
($ IN THOUSANDS)
<TABLE>
<CAPTION>
Independence
Independence Broad Statewide Pro Forma
------------ ----- --------- ------------
Total Percent Total Percent Total Percent Total Percent
----- ------- ----- ------- ----- ------- ----- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Interest Free $ 94,877 2.8% $114,266 19.9% $ 33,153 7.4% $ 242,296 5.5%
Savings, MMKT & Interest Demand 1,503,578 44.0 252,973 44.0 239,447 54.0 1,995,998 45.0
CDs 1,813,771 53.2 207,825 36.1 171,105 38.6 2,192,701 49.5
---------- ----- -------- ----- -------- ----- ---------- -----
Total $3,412,226 100.0% $575,064 100.0% $443,705 100.0% $4,430,995 100.0%
========== ===== ======== ===== ======== ===== ========== =====
Cost of Deposits 3.96% 2.96% 3.38% 3.78%
Net Interest Spread 2.80% 3.77% 2.97% 2.91%
Net Interest Margin 3.54% 4.59% 3.46% 3.64%
</TABLE>
(a) Deposit balances as of December 31, 1998. Cost of deposits, net interest
spread and net interest margin for ICBC are for the nine months ended
December 31, 1998 and for BNBC and SFIN, the year ended December 31, 1998.
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<PAGE> 22
LOAN PORTFOLIO COMPOSITION(a)
[YIELD ON LOANS GRAPHICS]
(*) Independence total loans before subtracting deferred loan fees of $11.9
million.
(a) Loan balances as of December 31, 1998. Yield on loans for ICBC is for the
nine months ended December 31, 1998 and for BNBC and SFIN, the year ended
December 31, 1998.
(b) Pro forma for Broad National.
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<PAGE> 23
LOAN PORTFOLIO COMPOSITION(a)
($ IN THOUSANDS)
<TABLE>
<CAPTION>
Independence
Independence Broad Statewide Pro Forma
------------ ----- --------- ------------
Total Percent Total Percent Total Percent Total Percent
----- ------- ----- ------- ----- ------- ----- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1-4 Family Mortgages $ 491,299 14.8% $ 46,764 13.0% $200,145 54.2% $ 738,208 18.3%
Multi-Family Mortgages 2,058,594 62.1 0 0.0 21,679 5.9 2,080,273 51.4
Commercial Real Estate 220,564 6.7 158,020 43.9 37,746 10.2 416,330 10.3
Cooperative Apartment 425,374 12.8 0 0.0 0 0.0 425,374 10.5
Consumer 84,874 2.6 67,444 18.7 40,904 11.1 193,222 4.8
Commercial & Industrial 33,700 1.0 88,161 24.5 20,985 5.7 142,846 3.5
Mortgage Warehouse 0 0.0 0 0.0 47,752 12.9 47,752 1.2
---------- ----- -------- ----- -------- ----- ---------- -----
Total(*) $3,314,405 100.0% $360,389 100.0% $369,211 100.0% $4,044,005 100.0%
========== ===== ======== ===== ======== ===== ========== =====
Yield on Loans 7.64% 8.90% 7.94% 7.78%
</TABLE>
(*) Independence total loans before subtracting deferred loan fees of $11.9
million.
(a) Loan balances as of December 31, 1998. Yield on loans for ICBC is for the
nine months ended December 31, 1998 and for BNBC and SFIN, the year ended
December 31, 1998.
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