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
July 31, 1999
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(Date of earliest event reported)
Independence Community Bank Corp.
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(Exact name of registrant as specified in its charter)
Delaware 0-23229 13-3387931
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
195 Montague Street, Brooklyn, New York 11201
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(Address of principal executive offices) (Zip Code)
(718) 722-5300
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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)
ITEM 5. OTHER EVENTS
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Effective as of July 31, 1999 (the "Effective Time"), Independence
Community Bank Corp., a Delaware corporation (the "Company"), completed its
acquisition of Broad National Bancorporation, a New Jersey corporation
("Broad"), pursuant to the Agreement and Plan of Merger dated as of February
1, 1999, between the Company and Broad (the "Agreement" which is incorporated
herein by reference. As part of the acquisition, Broad's wholly owned
subsidiary, Broad National Bank, a national bank ("Broad National"),
merged with and into the Company's wholly owned subsidiary, Independence
Community Bank, a New York-chartered stock savings bank ("ICB") pursuant to
the Agreement of Merger dated as of February 1, 1999 between ICB and Broad
National (the "Bank Merger Agreement" a copy of which is attached hereto as
Exhibit 2.2).
Under the terms of the Agreement, the merger consideration must consist
of approximately 50% Company common stock and approximately 50% cash. As a
result of the election procedures and in accordance with the terms of a
formula set forth in the Agreement, each Broad stockholder who submitted a
valid election for stock consideration received 1.9859 shares of Company
common stock for each share of Broad common stock, plus cash in lieu of any
fractional shares, and each Broad stockholder who submitted a valid election
for cash consideration received $26.50 per share of Broad common stock except
that Broad stockholders who elected to receive cash as any portion of their
consideration for their Broad shares also received a portion of such
consideration in the form of Company common stock (the "Consideration
Adjustment") in accordance with the terms of the Agreement. To the extent
that certain Broad stockholders may have elected to receive some combination
of stock and cash consideration in exchange for their shares of Broad common
stock, such individuals received the entire portion of their stock election in
the form of 1.9859 shares of Company common stock for each share of Broad
common stock, plus cash in lieu of any fractional shares and the cash portion
of their election was modified in accordance with the Consideration Adjustment
described above. The remaining shares of Broad common stock for which a valid
election was not submitted were converted into the right to receive 1.9859
shares of Company common stock for each share of Broad common stock, plus cash
in lieu of any fractional shares.
At the Effective Time, each outstanding option to purchase Broad common
stock (each a "Broad Option"), at the election of the individual holders of
the Broad Options either were: (i) canceled and all rights thereunder
extinguished in consideration for which Broad paid an amount determined by
multiplying the number of shares of Broad Common Stock underlying such Broad
Option by an amount equal to the excess (if any) of $26.50 over the exercise
price of each Broad Option; or (ii) converted automatically into an option to
purchase shares of Company common stock in accordance with the terms set forth
in the Agreement.
The cash portion of the merger consideration was obtained by the Company
in the form of a dividend from ICB.
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ITEM 7. EXHIBITS
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EXHIBIT NUMBER DESCRIPTION
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2.1 Agreement and Plan of Merger between
Independence Community Bank Corp. and Broad
National Bancorporation dated February 1,
1999*
2.2 Agreement of Merger between Independence
Community Bank and Broad National Bank
dated February 1, 1999
99 Press Release dated August 2, 1999
* Incorporated by reference from the
Company's Registration Statement on Form S-4
(File No. 333-75545) initially filed on
April 1, 1999.
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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.
INDEPENDENCE COMMUNITY BANK CORP.
Date: August 16, 1999 By: /s/ John K. Schnock
________________________________
John K. Schnock
Senior Vice President and Counsel
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AGREEMENT OF MERGER
THIS AGREEMENT OF MERGER (the "Agreement") is dated as of the first day
of February 1999, by and between Independence Community Bank ("ICB"), a New
York-chartered stock savings bank, and Broad National Bank, a national
banking association ("Bank") with its executive offices located in Newark, New
Jersey.
W I T N E S S E T H:
WHEREAS, pursuant to an Agreement and Plan of Merger ("Merger
Agreement") dated as of February 1, 1999, Broad National Bancorporation
("BNC"), a New Jersey corporation, will be merged with and into ICB's parent
holding company, Independence Community Bank Corp. ("ICBC"), with the result
that the Bank will become a wholly owned subsidiary of ICBC; and
WHEREAS, the Merger Agreement provides that, simultaneously with or as
soon as practicable after the merger of BNC into the ICBC, the Bank shall be
merged with and into ICB.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein and in the Merger Agreement and for
good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Bank and ICB hereby agree that, subject to the terms
and conditions hereinafter set forth, and in accordance with all applicable
laws and regulations, Bank shall be merged with and into ICB (the "Merger").
The parties hereto do hereby agree and covenant as follows:
ARTICLE I
DEFINITIONS
Except as otherwise provided herein, the capitalized terms set forth
below shall have the following meanings:
1.1 "EFFECTIVE TIME" shall mean the date and time at which the merger
contemplated by this Agreement of Merger becomes effective as provided in
Section 2.2 of this Agreement of Merger.
1.2 "MERGER" shall refer to the merger of the Bank with and into ICB
as provided in Section 2.1 of this Agreement of Merger.
1.3 "MERGING CORPORATIONS" shall collectively refer to the Bank and
ICB.
1.4 "NYBL" shall mean the New York Banking Law.
1.5 "SUPERINTENDENT" shall mean the Superintendent of the Banks of the
State of New York.
1.6 "SURVIVING CORPORATION" shall refer to ICB as the surviving
corporation of the Merger.
ARTICLE II
TERMS OF THE MERGER
2.1 THE MERGER.
(a) Subject to the terms and conditions set forth in the Merger
Agreement, at the Effective Time, the Bank shall be merged with and into ICB
pursuant to Section 601 of the NYBL and ICB shall be the Surviving
Corporation of the Merger and shall continue to be governed by the NYBL.
(b) As a result of the Merger, (i) each share of common stock, par
value $10.00 per share, of the Bank issued and outstanding immediately prior
to the Effective Time shall be cancelled and (ii) each share of common stock,
par value $1.00 per share, of ICB issued and outstanding immediately prior to
the Effective Time shall remain issued and outstanding and shall constitute
the only shares of capital stock of the Surviving Corporation issued and
outstanding immediately after the Effective Time.
(c) At the Effective Time, the Surviving Corporation shall be
considered the same business and corporate entity as each of the Merging
Corporations and thereupon and thereafter all the property, rights, powers and
franchises of each of the Merging Corporations shall vest in the Surviving
Corporation and the Surviving Corporation shall be subject to and be deemed to
have assumed all of the debts, liabilities, obligations and duties of each of
the Merging Corporations and shall have succeeded to all of each of their
relationships, fiduciary or otherwise, as fully and to the same extent as if
such property, rights, privileges, powers, franchises, debts, obligations,
duties and relationship had been originally acquired, incurred or entered into
by the Surviving Corporation. Schedule 2.1 contains a list of each of the
deposit taking offices of the Bank which shall be operated by the Surviving
Corporation as well as the home office thereof. In addition, any reference to
either of the Merging Corporations in any contract, will or document, whether
executed or taking effect before or after the Effective Time, shall be
considered a reference to the Surviving Corporation if not inconsistent with
the other provisions of the contract, will or document; and any pending action
or other judicial proceeding to which either of the Merger Corporations is a
party shall not be deemed to have abated or to have been discontinued by
reason of the Merger, but may be prosecuted to final judgment, order or decree
in the same manner as if the Merger had not been made or the Surviving
Corporation may be substituted as a party to such action or proceeding, and
any judgment, order or decree may be rendered for or against it that might
have been rendered for or against either
of the Merger Corporations if the Merger had not occurred. After the
Effective Time, the Surviving Corporation will continue to issue savings and
other accounts on the same basis as immediately prior to the Effective Time.
2.2 EFFECTIVE TIME. The Merger shall become effective (a) on the date
and at the time immediately after which the Superintendent has (i) endorsed
his or her approval on this Agreement of Merger and caused said Agreement to
be filed with the Office of Superintendent pursuant to the provisions of
Section 601-b of the NYBL, together with such certificates and other documents
required by said Section 601-b, and (ii) filed this Agreement of Merger,
together with the officers' certificates, in the office of the clerk of the
county in which the principal office of the Surviving Corporation is located,
or (b) at such later time as may have been previously specified by both of the
parties hereto in a joint notice to the Superintendent.
2.3 NAME OF SURVIVING CORPORATION. The name of the Surviving
Corporation shall be "Independence Community Bank."
2.4 ORGANIZATION CERTIFICATE. On and after the Effective Time, the
Restated Organization Certificate of ICB shall be the Restated Organization
Certificate of the Surviving Corporation until amended in accordance with
applicable law.
2.5 BYLAWS. On and after the Effective Time, the Bylaws of ICB shall
be the Bylaws of the Surviving Corporation until amended in accordance with
applicable law.
2.6 DIRECTORS AND OFFICERS. On and after the Effective Time, until
changed in accordance with the Restated Organization Certificate and Bylaws of
the Surviving Corporation, (i) the directors of the Surviving Corporation
shall be the directors of ICB immediately prior to the Effective Time together
with the director appointed pursuant to 7.13 of the Merger Agreement and (ii)
the officers of the Surviving Corporation shall be the officers of ICB
immediately prior to the Effective Time together with the officer appointed
pursuant to Section 7.13 of the Merger Agreement. The directors and officers
of the Surviving Corporation shall hold office in accordance with the Restated
Organization Certificate and Bylaws of the Surviving Corporation.
ARTICLE III
MISCELLANEOUS
3.1 CONDITIONS PRECEDENT. The respective obligations of each party
under this Agreement of Merger shall be subject to (i) the satisfaction, or
waiver by the party permitted to do so, of the conditions set forth in Article
VIII of the Merger Agreement and (ii) the approval of this Agreement of Merger
by ICBC, in its capacity as sole stockholder of ICB and the Bank.
3.2 TERMINATION. This Agreement of Merger shall be terminated
automatically without further act or deed of either of the parties hereto in
the event of the termination of the Merger Agreement in accordance with
Section 9.1 thereof.
3.3 AMENDMENTS. To the extent permitted by the NYBL, this Agreement
of Merger may be amended by a subsequent writing signed by the parties hereto
upon the approval of the board of directors of each of the parties hereto.
3.4 SUCCESSORS. This Agreement of Merger shall be binding on the
successors of the Bank and ICB.
IN WITNESS WHEREOF, the Bank and ICB have cause this Agreement of Merger
to be executed by their duly authorized officers as of the day and year first
above written.
INDEPENDENCE COMMUNITY BANK
ATTEST:
_____________________ ________________________
John K. Schnock Charles J. Hamm
Senior Vice President, Chairman, President and
Secretary and Counsel Chief Executive Officer
BROAD NATIONAL BANK
ATTEST:
_____________________ _________________________
Fred S. Campo Donald M . Karp
Secretary Chairman and Chief Executive Officer
PRESS RELEASE
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195 Montague Street Brooklyn, New York 11201
INDEPENDENCE COMMUNITY BANK CORP. COMPLETES ACQUISITION OF BROAD NATIONAL
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BANCORPORATION
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Brooklyn, NY, August 2, 1999. Independence Community Bank Corp.
("Independence") (NASDAQ: ICBC), the holding company for Independence
Community Bank (the "Bank"), announced today the successful completion of its
acquisition of Broad National Bancorporation ("Broad") (Nasdaq: BNBC) and the
merger of Broad's wholly owned subsidiary, Broad National Bank ("Broad
National") with and into the Bank, all effective as of July 31, 1999.
Charles J. Hamm, Chairman of the Board, President and Chief Executive Officer
of Independence stated, "We are very pleased to welcome the former customers
and stockholders of Broad and Broad National to our company. We are
confident that this transaction will enhance shareholder value and provide
long-term benefits for our customers and the communities we serve."
Donald M. Karp, Chairman and Chief Executive Officer of Broad National Bank
said that he was very happy that the merger had been finalized and that a Bank
of the stature and community awareness of Independence Community Bank was
coming to New Jersey. Broad National Bank in its 74 plus years became the
largest and oldest Bank headquartered in Newark, a city now undergoing great
growth and activity. He is especially pleased that few employees were
displaced by the merger and that there is every reason to believe that the
high standards of personal service to which Broad has adhered will continue in
the future.
Under the terms of the Agreement and Plan of Merger between Independence and
Broad dated February 1, 1999 (the "Agreement"), the merger consideration was
to consist of approximately 50% Independence common stock and approximately
50% cash. As a result of the recently completed election procedures and in
accordance with the terms of a formula set forth in the Agreement, each Broad
stockholder who submitted a valid election for stock consideration will
receive 1.9859 shares of Independence common stock for each share of Broad
common stock, plus cash in lieu of any fractional shares, and each Broad
stockholder who submitted a valid election for cash consideration will receive
$26.50 per share of Broad common stock except that Broad stockholders who
elected to receive cash as any portion of their consideration for their Broad
shares will receive a portion of such consideration in the form of
Independence common stock (the "Consideration Adjustment") in accordance with
the terms of the Agreement. To the extent that certain Broad stockholders may
have elected to receive some combination of stock and cash consideration in
exchange for their shares of Broad common stock, such individuals will receive
the entire portion of their stock election in the form of 1.9859 shares of
Independence common stock for each share of Broad common stock, plus cash in
lieu of any fractional shares and the cash portion of their election will be
subject to the Consideration Adjustment described above. The remaining shares
of Broad common stock for which a valid election was not submitted have been
converted into the right to receive 1.9859 shares of Independence common stock
for each share of Broad common stock, plus cash in lieu of any fractional
shares.
The acquisition will be accounted for as a purchase and will be immediately
accretive to cash earnings and is expected to be accretive to reported
earnings during Independence's fiscal year ended March 31, 2000.
Statements contained in this news release which are not historical facts are
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.
As a result of the acquisition, Independence will have assets in excess of
$6.1 billion, deposits of approximately $4.0 billion and will operate fifty
banking offices located in the greater New York Metropolitan area, which
includes the five counties of New York City and Nassau County that are served
by the Bank and the Northern New Jersey counties of Essex, Union, Bergen,
Hudson and Middlesex which were formerly served by Broad National.
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Contacts:
Alan J. Cohen
First Vice President, Investor Relations
718/722-5400
John B. Zurell
Chief Financial Officer
718/722-5420
