<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON May 12, 1999
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
PRE-EFFECTIVE AMENDMENT NO.2 TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
Independence Community Bank Corp.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C> <C>
Delaware 6035 13-3387931
- --------------------------------------------------------------------------------------------------
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation
or Organization) Classification Code Number) Identification No.)
</TABLE>
Independence Community Bank Corp.
195 Montague Street
Brooklyn, New York 11201
(718) 722-5300
- --------------------------------------------------------------------------------
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
------------------------
Charles J. Hamm
Chairman of the Board, President and Chief Executive Officer
Independence Community Bank Corp.
195 Montague Street
Brooklyn, New York 11201
(718) 722-5300
- --------------------------------------------------------------------------------
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
Copies To:
Philip R. Bevan, Esq. Howard H. Mick, Esq.
Kevin M. Houlihan, Esq. James W. Allen, Esq.
Elias, Matz, Tiernan & Herrick L.L.P. Stinson, Mag & Fizzell P.C.
734 15th Street, N.W. 1201 Walnut Street, Suite 2800
Washington, D.C. 20005 Kansas City, Missouri 64106
(202) 347-0300 (816) 892-8600
--------------------------------
Approximate Date of Commencement of the Proposed Sale of the Securities
to the Public: As soon as practicable after the effective date of this
Registration Statement and the satisfaction or waiver of all other conditions to
the Merger described in the Proxy Statement-Prospectus.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]
<PAGE> 2
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
TITLE OF EACH PROPOSED PROPOSED
CLASS OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO TO BE OFFERING AGGREGATE REGISTRATION
BE REGISTERED REGISTERED (1) PRICE PER UNIT OFFERING PRICE (1) FEE (1)
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, N/A N/A $72,299,049 $20,099.14(2)
($.01 par value)
</TABLE>
- --------------------
(1) In accordance with the provision of Rule 457(o) under the Securities
Act of 1933, as amended, the number of shares is not set forth herein.
Pursuant to Rule 457(o), the registration fee has been computed on the
basis of the maximum aggregate offering price of the shares of the
Registrant's common stock expected to be issued upon consummation of
the merger of Broad National Bancorporation with and into the
Registrant, pursuant to the Agreement and Plan of Merger, dated as of
February 1, 1999, between Broad National Bancorporation and the
Registrant, taking into account the maximum number of shares of Broad
National Bancorporation that may be exchanged, including shares
issuable upon the exercise of outstanding stock options, reduced by the
amount of cash to be paid by the Registrant for such shares.
(2) The registration fee has previously been paid.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
------------------------------------------------------------------------
<PAGE> 3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
In accordance with the General Corporation law of the State of
Delaware, Articles 9 and 10 of the Registrant's Certification of Incorporation
and Article VI of the Registrant's Bylaws provide as follows:
ARTICLE 9 OF CERTIFICATION OF INCORPORATION
LIABILITY OF DIRECTORS AND OFFICERS. The personal liability of the
directors and officers of the Corporation for monetary damages shall be
eliminated to the fullest extent permitted by the General Corporation Law of the
State of Delaware as it exists on the effective date of this Certificate of
Incorporation or as such law may be thereafter in effect. No amendment,
modification or repeal of this Article 9 shall adversely affect the rights
provided hereby with respect to any claim, issue or matter in any proceeding
that is based in any respect on any alleged action or failure to act prior to
such amendment, modification or repeal.
ARTICLE 10 OF CERTIFICATE OF INCORPORATION
INDEMNIFICATION. The Corporation shall indemnify its directors,
officers, employees, agents and former directors, officers, employees and
agents, and any other persons serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, association,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees, judgments, fines and amounts paid in settlement)
incurred in connection with any pending or threatened action, suit or
proceeding, whether civil, criminal, administrative or investigative, with
respect to which such director, officer, employee, agent or other person is a
party, or is threatened to be made a party, to the full extent permitted by the
General Corporation Law of the State of Delaware, provided, however, that the
Corporation shall not be liable for any amounts which may be due to any person
in connection with a settlement of any action, suit or proceeding effected
without its prior written consent or any action, suit or proceeding initiated by
any person seeking indemnification hereunder without its prior written consent.
The indemnification provided herein (i) shall not be deemed exclusive of any
other right to which any person seeking indemnification may be entitled under
any bylaw, agreement or vote of shareholders or disinterested directors or
otherwise, both as to action in his or her official capacity and as to action in
any other capacity, and (ii) shall inure to the benefit of the heirs, executors
and administrators of any such person. The Corporation shall have the power, but
shall not be obligated, to purchase and maintain insurance on behalf of any
person or persons enumerated above against any liability asserted against or
incurred by them or any of them arising out of their status as corporate
directors, officers, employees, or agents whether or not the Corporation would
have the power to indemnify them against such liability under the provisions of
this Article 10.
ARTICLE VI OF BYLAWS - INDEMNIFICATION, ETC. OF DIRECTORS, OFFICERS AND
EMPLOYEES
6.1 Indemnification. The Corporation shall provide indemnification to
its directors, officers, employees, agents and former directors, officers,
employees and agents and to others in accordance with the Corporation's
Certificate of Incorporation.
6.2 Advancement of Expenses. Reasonable expenses (including attorneys'
fees) incurred by a director, officer or employee of the Corporation in
defending any civil, criminal, administrative or investigative action, suit or
proceeding described in Section 6.1 may be paid by the Corporation in advance of
the final disposition of such action, suit or proceeding as authorized by the
Board of Directors only upon receipt of an undertaking by or on behalf of such
person to repay such amount if it shall ultimately be determined that the person
is not entitled to be indemnified by the Corporation.
6.3 Other Rights and Remedies. The indemnification and advancement of
expenses provided by, or granted pursuant to, this Article VI shall not be
deemed exclusive of any other rights to which those seeking
II-1
<PAGE> 4
indemnification or advancement of expenses may be entitled under the
Corporation's Certificate of Incorporation, any agreement, vote of stockholders
or disinterested directors or otherwise, both as to actions in their official
capacity and as to actions in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director, officer or
employee and shall inure to the benefit of the heirs, executors and
administrators of such person.
6.4 Insurance. Upon resolution passed by the Board of Directors, the
Corporation may purchase and maintain insurance on behalf of any person who is
or was a director, officer of employee of the Corporation, or is or was serving
at the request of the corporation as a director, officer or employee of another
corporation, partnership, joint venture, trust or other enterprise, against any
liability asserted against him or incurred by him in any such capacity or
arising out of his status as such, whether or not the Corporation would have the
power to indemnify him against such liability under the provisions of its
Certificate of Incorporation or this Article VI.
6.5 Modification. The duties of the Corporation to indemnify and to
advance expenses to a director, officer or employee provided in this Article VI
shall be in the nature of a contract between the Corporation and each such
person, and no amendment or repeal of any provision of this Article VI shall
alter, to the detriment of such person, the right of such person to the advance
of expenses or indemnification related to a claim based on an act or failure to
act which took place prior to such amendment or repeal.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES
The exhibits and financial statement schedules filed as a part of this
Registration Statement are as follows:
(a) LIST OF EXHIBITS (filed herewith unless otherwise noted)
2.1 Agreement and Plan of Merger, dated as of February 1, 1999, between
Independence Community Bank Corp. and Broad National Bancorporation is
included as Appendix A to the Proxy Statement - Prospectus which is
part of this Registration Statement
3.1 Certificate of Incorporation of Independence Community Bank Corp.(1)
3.2 Bylaws of Independence Community Bank Corp.(1)
4.1 Form of Stock Certificate of Independence Community Bank Corp.(1)
5.1 Opinion of Elias, Matz, Tiernan & Herrick L.L.P. re: legality*
8.1 Opinion of Elias, Matz, Tiernan & Herrick L.L.P. re: federal tax
matters
10.1 Form of Change of Control Agreement entered into among Independence
Community Bank Corp., Independence Savings Bank and certain senior
executive officers of the Company and the Bank (1)
10.2 1998 Stock Option Plan (2)
10.3 1998 Recognition and Retention Plan and Trust Agreement (2)
10.4 Stockholders' Agreement, dated as of February 1, 1999, by and among
certain stockholders of Broad National Bancorporation is included as
Appendix B to the Proxy Statement - Prospectus which is part of this
Registration Statement
11.0 Statement re: computation of per share earnings (3)
23.1 Consent of Elias, Matz, Tiernan & Herrick L.L.P. (included in Exhibits
5.1 and 8.1, respectively)
23.2 Consent of Ernst & Young LLP (independent auditors for Independence
Community Bank Corp)*
23.3 Consent of KPMG LLP (independent auditors for Broad National
Bancorporation)*
23.4 Consent of Ryan, Beck & Co., Inc.*
24.1 Power of Attorney (included in Signature Page of the Registration
Statement)*
99.1 Broad National Bancorporation Proxy Card*
II-2
<PAGE> 5
- -----------
* Previously filed.
(1) Incorporated by reference from the Registrant's Registration Statement
on From S-1 (333-30757) filed on July 3, 1997.
(2) Incorporated by reference from the Appendix to the Proxy Statement for
the Annual Meeting of Stockholders held on September 25, 1998, filed
with the SEC on August 17, 1998.
(3) Incorporated by reference from the Registrant's Annual Report on From
10-K for the year ended March 31, 1998 filed with the SEC on June 26,
1998.
(b) FINANCIAL STATEMENT SCHEDULES
All schedules have been omitted as not applicable or not
required under the rules of Regulation S-X.
(c) REPORTS, OPINIONS, OR APPRAISALS OF OUTSIDE PARTIES
The opinion of Ryan, Beck & Co. is included as Appendix C to
the Proxy Statement - Prospectus.
ITEM 22. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(A) (1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement:
(i) To include any Prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or events
arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of the securities offered would not exceed that which was
registered) and any deviation from the low or high and the estimated
maximum offering range may be reflected in the form of Prospectus filed
with the Commission pursuant to Rule 424 (b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in
the Registration Statement;
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the Offering.
(B) For purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13 (a) or 15 (d) of the Securities Exchange Act of
1934 (and each
II-3
<PAGE> 6
filing of an employee benefit plan's annual report pursuant to Section
15 (d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the Registration Statement shall be deemed a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(C) To respond to requests for information that is
incorporated by reference into the Joint Proxy Statement-Prospectus
pursuant to Item 4, 10 (b), 11 or 13 of this form, within one business
day of receipt of such request, and to send the incorporated documents
by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective
date of the registration statement through the date of responding to
the request.
(D) To supply by means of a post-effective amendment all
information concerning a transaction, and the company being acquired
involved therein, that was not the subject of and included in the
registration statement when it became effective.
(E) That prior to any public reoffering of the securities
registered hereunder through use of a prospectus which is a part of
this registration statement, by any person or party who is deemed to be
an underwriter within the meaning of Rule 145(c), the issuer undertakes
that such reoffering prospectus will contain the information called for
by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information
called for by the other items of the applicable form.
(F) That every prospectus: (i) that is filed pursuant to paragraph
(E) immediately preceding, or (ii) that purports to meet the
requirements of Section 10(a)(3) of the Securities Act of 1933 and is
used in connection with an offering of securities subject to Rule 415,
will be filed as a part of an amendment to the registration statement
and will not be used until such amendment is effective, and that, for
purposes of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(G) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question of whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-4
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Pre-Effective Amendment No. 1 to Form S-4
Registration Statement to be signed on its behalf by the undersigned, hereunto
duly authorized, in the State of New York on May 5, 1999.
INDEPENDENCE COMMUNITY BANK CORP.
By: /s/ Charles J. Hamm
-----------------------------------------------
Charles J. Hamm
Chairman, President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name Title Date
- -------------------------- ---------------------------------------- -------------
<S> <C> <C>
/s/Charles J. Hamm Chairman, President and Chief May 12, 1999
- -------------------------- Executive Officer
Charles J. Hamm (principal executive officer)
/s/Joseph S. Morgano Director, Executive Vice President and May 12, 1999
- -------------------------- Mortgage Officer
Joseph S. Morgano
/s/John B. Zurell Executive Vice President and Chief May 12, 1999
- -------------------------- Financial Officer (principal financial
John B. Zurell and accounting officer)
/s/Willard N. Archie* Director May 12, 1999
- --------------------------
Willard N. Archie
/s/Robert D. Catell* Director May 12, 1999
- --------------------------
Robert D. Catell
/s/Rohit M. Desai* Director May 12, 1999
- --------------------------
Rohit M. Desai
/s/Chaim Y. Edelstein* Director May 12, 1999
- --------------------------
Chaim Y. Edelstein
</TABLE>
II-5
<PAGE> 8
<TABLE>
<CAPTION>
Name Title Date
- -------------------------- ---------------------------------------- -------------
<S> <C> <C>
/s/Robert W. Gelfman* Director May 12, 1999
- --------------------------
Robert W. Gelfman
/s/Scott M. Hand* Director May 12, 1999
- --------------------------
Scott M. Hand
/s/Donald E. Kolowsky* Director May 12, 1999
- --------------------------
Donald E. Kolowsky
/s/Janine Luke* Director May 12, 1999
- --------------------------
Janine Luke
/s/Wesley D. Ratcliff* Director May 12, 1999
- --------------------------
Wesley D. Ratcliff
/s/Donald H. Elliott* Director May 12, 1999
- --------------------------
Donald H. Elliott
/s/Malcolm MacKay* Director May 12, 1999
- --------------------------
Malcolm MacKay
</TABLE>
Signed by Charles J. Hamm pursuant to power of attorney granted thereto.
II-6
<PAGE> 9
EXHIBIT INDEX
2.1 Agreement and Plan of Merger, dated as of February 1, 1999, between
Independence Community Bank Corp. and Broad National Bancorporation is
included as Appendix A to the Proxy Statement - Prospectus which is
part of this Registration Statement
3.1 Certificate of Incorporation of Independence Community Bank Corp.(1)
3.2 Bylaws of Independence Community Bank Corp.(1)
4.1 Form of Stock Certificate of Independence Community Bank Corp.(1)
5.1 Opinion of Elias, Matz, Tiernan & Herrick L.L.P. re: legality*
8.1 Opinion of Elias, Matz, Tiernan & Herrick L.L.P. re: federal tax
matters
10.1 Form of Change of Control Agreement entered into among Independence
Community Bank Corp., Independence Savings Bank and certain senior
executive officers of the Company and the Bank (1)
10.2 1998 Stock Option Plan (2)
10.3 1998 Recognition and Retention Plan and Trust Agreement (2)
10.4 Stockholders' Agreement, dated as of February 1, 1999, by and among
certain stockholders of Broad National Bancorporation is included as
Appendix B to the Proxy Statement - Prospectus which is part of this
Registration Statement
11.0 Statement re: computation of per share earnings (3)
23.1 Consent of Elias, Matz, Tiernan & Herrick L.L.P. (included in Exhibits
5.1 and 8.1, respectively)
23.2 Consent of Ernst & Young LLP (independent auditors for Independence
Community Bank Corp)*
23.3 Consent of KPMG LLP (independent auditors for Broad National
Bancorporation)*
23.4 Consent of Ryan, Beck & Co., Inc.*
24.1 Power of Attorney (included in Signature Page of this Registration
Statement)*
99.1 Broad National Bancorporation Proxy Card*
- -----------
* Previously filed.
(1) Incorporated by reference from the Registrant's Registration Statement
on From S-1 (333-30757) filed on July 3, 1997.
(2) Incorporated by reference from the Appendix to the Proxy Statement for
the Annual Meeting of Stockholders held on September 25, 1998, filed
with the SEC on August 17, 1998.
(3) Incorporated by reference from the Registrant's Annual Report on From
10-K for the year ended March 31, 1998 filed with the SEC on June 26,
1998.
<PAGE> 1
EXHIBIT 8.1
[EMTH letterhead]
May 6, 1999
Board of Directors
Independence Community Bank Corp.
195 Montague Street
Brooklyn, New York 11201
Ladies and Gentlemen:
This letter is in response to your request for our opinion with respect
to the material federal income tax consequences of the proposed merger of Broad
National Bancorporation, a New Jersey corporation ("Broad") with and into
Independence Community Bank Corporation, a Delaware corporation ("ICBC") (the
"Merger"), pursuant to the Agreement and Plan of Merger dated February 1, 1999
between ICBC and Broad (the "Agreement"). Unless otherwise specified, the terms
used herein are defined in the Registration Statement on Form S-4 filed with the
Securities and Exchange Commission on April 1, 1999, as amended or the
Agreement. For purposes of the opinions set forth below, we have relied, with
the consent of both ICBC and Broad, upon the accuracy and completeness of the
factual statements and representations (which statements and representations we
have neither investigated nor verified) contained in the letters, dated as of
May 5, 1999, of ICBC and Broad, copies of which are attached hereto. Pursuant
to Section 8.2(c) of the Agreement, consummation of the Merger is conditioned
upon the re-issuance of the opinions stated below as of the Effective DATE. THE
re-issuance of our opinion at such time is contingent upon the receipt of
representation letters of ICBC and Broad as of the Effective Date which are
identical to the May 5, 1999 representation letters.
In connection with the proposed Merger, we understand the following:
(a) In accordance with the Delaware General Corporation Law and the New
Jersey Business Corporation Act, Broad will merge with and into ICBC, and
ICBC will be the surviving corporation;
(b) Pursuant to the Merger, all of the assets of Broad will be transferred to
ICBC and ICBC will assume all of Broad's liabilities;
(c) At the Effective Time, all shares (excluding Trust Account Shares and DDC
Shares) of Broad's common stock, par value $1.00 per share ("Broad Common
Stock"), owned by Broad (including treasury shares and unallocated and/or
unvested shares held in Broad's
<PAGE> 2
Board of Directors
May 6, 1999
Page 2
Long-Term Capital Accumulation Plan) or ICBC, or any of their respective
wholly owned subsidiaries, will be cancelled;
(d) At the Effective Time, each outstanding share of Broad Common Stock not
cancelled pursuant to paragraph (c) above shall cease to be outstanding
and shall be converted, at the election of the holder, into a right to
receive either a number of shares of ICBC common stock, par value $0.01
per share ("ICBC Common Stock"), equal to the Final Exchange Ratio or a
cash amount equal to the Per Share Consideration;
(e) At the Effective Time, each holder of Broad Common Stock who otherwise
would have been entitled to a fraction of an ICBC Common Share will
receive in lieu thereof a right to receive cash (without interest) equal
to such fraction multiplied by the Average Closing Price; and
(f) ICBC will continue to conduct the historic business of Broad or use a
significant portion of Broad's historic business assets in a business
within the meaning of Treasury Regulation Section 1.368-1(d).
In connection herewith, we have examined the Agreement, the Registration
Statement on Form S-4 filed by ICBC with the Securities and Exchange Commission
(which contains a Prospectus-Proxy Statement) and such other information as we
have deemed relevant. As to questions of fact material to the opinions herein,
we have relied upon representations of ICBC and Broad, as set forth in letters
certified by their respective officers. On the basis of the foregoing and
subject to the conditions, qualifications and limitations set forth herein, we
are of the opinion that for federal income tax purposes:
(a) The Merger will constitute a reorganization within the meaning of Section
368(a) of the Internal Revenue Code 1986, as amended (the "Code");
(b) No gain or loss will be recognized by ICBC or Broad as a result of the
Merger;
(c) No gain or loss will be recognized by the shareholders of Broad who
exchange all of their Broad Common Stock solely for ICBC Common Stock,
except with respect to cash received in lieu of a fractional share
interest in ICBC Common Stock;
(d) The aggregate adjusted tax basis of the ICBC Common Stock received by
shareholders of Broad who exchange all of their Broad Common Stock solely
for ICBC Common Stock in the Merger will be the same as the aggregate
adjusted tax basis of the Broad Common Stock surrendered in exchange
therefor (reduced by any amount allocable to a fractional share interest
for which cash is received); and
(e) A shareholder of Broad who receives cash in lieu of a fractional share
of ICBC Common Stock will be treated as if a fractional share of ICBC
Common Stock was distributed in exchange of such shareholder's interest
in Broad, immediately redeemed and having received
<PAGE> 3
Board of Directors
May 6, 1999
Page 3
a cash distribution in full payment of the stock thus redeemed as
provided in Section 302 of the Code.
This opinion does not relate to or purport to cover any matters other
than the ones expressly stated herein. The opinion expressed herein is limited
to the material consequences of the Merger under current federal income tax law
as of the date of this opinion letter. No opinion is expressed with respect to
state, local or other tax laws, nor with respect to the treatment of shares
received as a result of the exercise of employee stock options. We assume no
obligation to revise or supplement this opinion should the present federal
income tax laws be changed by any legislation, judicial decisions, or otherwise.
We hereby consent to the reference to us under the caption "Legal
Matters" in the Prospectus-Proxy Statement forming a part of the Registration
Statement and to the filing of a copy of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Elias, Matz, Tiernan and Herrick L.L.P
By: /s/ Philip Ross Bevan
Philip Ross Bevan, a Partner
