<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
February 1, 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 February 1, 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 Broad National Bancorporation, a New Jersey
corporation ("Broad"). The Merger Agreement provides, among other things, that
Broad 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 Broad,
par value $1.00 per share ("Broad Common Stock"), issued and outstanding at the
Effective Time (as defined in the Merger Agreement) of the Merger (other than
(i) shares of Broad Common Stock held in treasury, (ii) unallocated and/or
unvested shares of Broad Common Stock held in Broad's Long-Term Capital
Accumulation Plan, and (iii) shares of Broad Common Stock held directly or
indirectly by ICBC or Broad or any of their respective subsidiaries (not to
include certain of such shares as set forth in the Merger Agreement)
(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 $26.50 in cash or an equivalent amount of ICBC's common stock,
par value $0.01 per share ("ICBC Common Stock"), for each share of Broad Common
Stock; provided however, that approximately 50% of Broad Common Stock will be
exchanged for ICBC Common Stock and approximately 50% of Broad Common Stock will
be exchanged for cash, subject to the discussion below. The merger consideration
per share will stay fixed at $26.50 if ICBC's Average Closing Price (as defined
below) remains between $12.75 per share and $17.25 per share. If ICBC's Average
Closing Price is less than $12.75 per share, then Broad's stockholders shall
receive a fixed rate of 2.0784 shares (the Maximum Stock Ratio) of ICBC Common
Stock for each share of Broad Common Stock, except as described below.
Conversely, if ICBC's Average Closing Price is greater than $17.25 per share,
then Broad's stockholders shall receive a fixed rate of 1.5362 (the Minimum
Stock Ratio) shares of ICBC Common Stock for each share of Broad Common Stock.
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 National Market System ending on the tenth business day immediately
prior to the anticipated Effective Time of the Merger). The Merger Agreement
contains customary anti-dilution provisions.
In the event of the applicability of either the Minimum Stock Ratio or
the Maximum Stock Ratio, the per share Merger Consideration may be less or more
than $26.50 per share. If the Average Closing Price is less than $12.75 per
share, the cash portion of the merger consideration may exceed 50% of the
aggregate total merger consideration. In addition, if the Average Closing Price
is greater than $17.25 per share, the cash portion of the merger consideration
may be less than 50% of the total amount.
In the event that the Broad stockholders elect to receive cash
exceeding the aggregate amount of cash available in the transaction, additional
shares of ICBC stock in lieu of cash may be allocated
2
<PAGE> 3
to such stockholders on a pro rata basis. Conversely, if Broad stockholders
elect to receive ICBC 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 failed to file an election will be
allocated ICBC stock or cash in such a manner as to avoid or minimize
adjustments in the type of consideration requested by those stockholders who do
file an election.
Each of Broad 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. Broad 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 Broad 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 Broad 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 Broad, Broad National Bank (Broad'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 Broad, Broad National Bank, 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. Broad 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 Broad Common Stock except as result of the exercise of
existing options granted under Broad'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. Broad
also may terminate the Merger
3
<PAGE> 4
Agreement if during the four-business day period commencing on the first day
after the end of the Pricing Period (which consists of the ten consecutive
trading days during which ICBC Common Stock is traded on the Nasdaq National
Market System ending on the tenth business day immediately prior to the
anticipated Effective Date of the Merger) it so notifies ICBC and both of the
following conditions are applicable:
(i) the product of the Average Closing Price and the Final
Exchange Ratio (as defined in the Merger Agreement) is less
than $24.00; and
(ii) the ICBC Ratio (the Average Closing Price divided by $15.00,
the per share closing price of the ICBC Common Stock on
January 29, 1999, the last trading day immediately preceding
the date of the first public announcement of the Agreement
(the "Starting Price")) is less than (x) the number obtained
by dividing the weighted average daily per share closing
prices of the common stocks of 21 publicly-traded bank and
thrift holding companies (the "Index Group") during the
Pricing Period (the "Final Index Price") by the weighted
average per share closing prices of the common stocks of each
company comprising the Index Group on January 29, 1999, the
last trading day immediately preceding the date of the first
public announcement of the Agreement (the "Initial Index
Price"), less (y) 0.15 (the Index Ratio").
If both of the foregoing conditions are applicable, Broad has the right to
terminate the Agreement; provided, however, in such event ICBC shall have the
option to increase the consideration to be received by holders of Broad Common
Stock thereunder, by adjusting the Final Exchange Ratio to equal the lesser of
(x) a number obtained by dividing (A) $24.00 by (B) the Average Closing Price,
and (y) a number obtained by substituting the Adjusted Preliminary Stock Ratio
(1.0 plus the Index Ratio less the ICBC Ratio, with the net sum being multiplied
by the Preliminary Stock Ratio then in effect as provided by the terms of the
Merger Agreement) for the Preliminary Stock Ratio in the definitions contained
in the Merger Agreement used to calculate the merger consideration. If ICBC
increases the Final Exchange Ratio as set forth above, the Merger Agreement will
not be terminated.
The Merger Agreement provides that if (i) Broad enters into an
agreement to engage in a merger, consolidation or similar transaction involving,
or any purchase, lease or other acquisition of 10% or more of the assets or 15%
or more of the voting power of, Broad or any of its subsidiaries, (ii) Broad's
Board of Directors recommends that the stockholders of Broad approve or accept
any such transaction, or (iii) Broad or any of its subsidiaries or certain of
its affiliates engage in certain other transactions or certain other events
occur as set forth in the Merger Agreement, Broad is required to pay ICBC a
termination fee of up to $6.5 million.
Consummation of the Merger is subject to the satisfaction of certain
conditions, including approval of the stockholders of Broad and approval of the
appropriate regulatory agencies.
Concurrently with the execution and delivery of the Merger Agreement,
the directors and certain executive officers of Broad entered into a Stockholder
Agreement with ICBC pursuant which, among other things, such persons
agreed to vote their shares of Broad Common
4
<PAGE> 5
Stock in favor of the Merger.
This Current Report on Form 8-K may contain certain forward-looking
statements regarding ICBC's acquisition of Broad, 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 Broad publicly announced the Merger in a press release
dated February 1, 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 February 1, 1999.
99.2 Analyst Presentation.
5
<PAGE> 6
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: February 9, 1999
6
<PAGE> 7
EXHIBIT INDEX
Exhibit Description
99.1 Press Release issued on February 1, 1999.
99.2 Analyst Presentation.
7
<PAGE> 1
EXHIBIT 99.1
[INDEPENDENCE LOGO]
PRESS RELEASE
- - --------------------------------------------------------------------------------
195 Montague Street - Brooklyn, New York 11201
INDEPENDENCE COMMUNITY BANK CORP. AGREES TO ACQUIRE
BROAD NATIONAL BANCORPORATION
Brooklyn, New York February 1, 1999 - Independence Community Bank Corp.
("Independence")(NASDAQ:ICBC) and Broad National Bancorporation
("Broad")(NASDAQ:BNBC) jointly announced today the signing of a definitive
agreement pursuant to which Independence will acquire Broad, a bank holding
company headquartered in Newark, NJ, in a transaction valued at $26.50 per Broad
share. Upon completion of the acquisition, Broad's wholly owned subsidiary,
Broad National 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, holders of Broad common stock will receive cash or
shares of Independence common stock pursuant to an election, proration and
allocation procedure subject to the total consideration being comprised of 50%
Independence common stock and 50% cash. The number of shares of stock any Broad
stockholder receives will be determined based upon an exchange ratio designed to
produce a value of $26.50 per share when Independence stock has a market value
as calculated in the agreement of between $12.75 and $17.25. To the extent that
the market value of Independence common stock during the pricing period exceeds
$17.25 or is less than $12.75, the per share value of the consideration to be
received by Broad stockholders in the merger, whether in cash or stock, will
increase or decrease, respectively. The transaction has an aggregate value of
approximately $138 million.
The transaction, through the addition of commercial loans and low cost
deposits, accelerates Independence's strategy of becoming more like a commercial
bank. For the fiscal year ended March 31, 2001, Independence expects the
transaction to be accretive to GAAP earnings and strongly accretive to cash
earnings, assuming the elimination of approximately 20% of Broad's non-interest
expense base.
Commenting on the transaction, Charles J. Hamm, Chairman, President and
CEO of Independence stated, "I am pleased to announce Independence's entry into
the New Jersey marketplace. This transaction will allow us to continue our
strategy of leveraging the proceeds from our conversion last March in
contiguous markets with
<PAGE> 2
similar demographics. These markets provide Independence the opportunity to
build on its success as one of New York's largest multi-family lenders. We will
be working closely with Broad's Board of Directors, who we will retain in a
consulting role, and hope to continue to build upon the strong relationships
they have developed within their local communities over many years."
Donald M. Karp, Chairman and CEO of Broad, commented "We are extremely
pleased to be partnering with Independence. The transaction will combine two
like-minded institutions which are customer and community focused. Independence
shares our commitment to community involvement and quality customer service.
This partnership allows Broad to enhance shareholder value and deliver more
services to our customers. Independence also looks forward to providing
meaningful banking services in New Jersey's most populated city, Newark, at a
time when that city is experiencing a great reinvestment and revitalization."
Upon completion of the transaction, Mr. Karp will become a Vice
Chairman of the Board of Independence. John A. Dorman, President and COO of
Broad, will become President and Chief Operating Officer of the Broad National
division of Independence Community Bank. Broad's current Board of Directors will
serve as a Consulting Board.
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 expected to close in the third quarter of
calendar 1999 and is subject to receipt of various regulatory approvals,
approval of Broad's shareholders and certain other conditions.
The agreement provides for the payment of a termination fee payable to
Independence under certain circumstances. The members of the Board of Directors,
who beneficially own approximately 30% of Broad, have agreed to vote their
shares in favor of the merger.
Broad, which was chartered as a national bank in 1925, is headquartered
in Newark, NJ, and operates 16 full-service branches in Essex, Union, Bergen,
Hudson and Middlesex Counties, with two new branches recently approved, as well
as an ATM network in most branches, at Newark's Gateway business complex and at
Newark Airport Terminal C.
Independence was originally chartered in 1850 and currently operates 33
full service branches located in the greater New York City metropolitan area
including 27 branches located in the boroughs of Brooklyn and Queens.
Merrill Lynch & Co. served as financial advisor to Independence and
Ryan, Beck & Co. served as financial advisor to Broad.
<PAGE> 3
This press release contains forward looking statements with respect to
the financial condition, results of operations and business of Independence and
Broad and assuming the consummation of the merger, a combined Independence and
Broad, 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 Broad 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
John A. Dorman
President & Chief Operating Officer
Broad National Bancorporation
973/596-2690
<PAGE> 1
Exhibit 99.2
[Independence Community Bank Corp. Logo]
Merger with
[Broad National Bancorporation Logo}
February 1, 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 Broad National Bancorporation
("Broad") and assuming the consummation of the merger, a combined Independence
and Broad, 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 Broad 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] [BROAD NATIONAL BANCORPORATION LOGO]
<PAGE> 3
TRANSACTION SUMMARY
TRANSACTION: Merger of Independence Community
("Independence") and Broad National ("Broad")
ACCOUNTING TREATMENT: Purchase (goodwill amortized over approximately
15 years straight-line)
CONSIDERATION MIX: 50% cash/50% stock with all shares to be issued
in transaction to be repurchased
TRANSACTION VALUE: $26.50 per Broad share or $138 million in
aggregate consideration
MARKET PREMIUM: 18% based on Broad's closing price on 1/29/99
MANAGEMENT: Broad CEO, Donald Karp, becomes Vice Chairman
of Independence and joins the Board of Directors
Broad COO, Jack Dorman, becomes President of the
Broad division of Independence
IMPLIED EXCHANGE RATIO: 1.767x on stock portion(1)
- - ---------------
(1) Based on Independence's closing stock price on January 29, 1999.
[INDEPENDENCE COMMUNITY BANK CORP LOGO] [BROAD NATIONAL BANCORPORATION LOGO]
<PAGE> 4
TRANSACTION SUMMARY (cont'd)
PRICING COLLAR: Independence will deliver $26.50 per Broad
(stock portion of consideration) share based on Independence prices between
$12.75 and $17.25
WALKAWAY: Approximately a 31% absolute decline in
Independence's price (cannot fall below
$10.34) and a 15% decline relative to an
index of banks and thrifts; Independence,
at its option, can increase the exchange
value to complete the transaction
SYNERGIES: $5.4 million pre-tax (approximately 22%
of Broad's operating expenses)
RESTRUCTURING CHARGE: Approximately $11.2 million after-tax
TERMINATION FEE: $6.5 million
DUE DILIGENCE: Completed
EXPECTED CLOSING: Late second/early third quarter calendar
1999
[INDEPENDENCE COMMUNITY BANK CORP LOGO] [BROAD NATIONAL BANCORPORATION LOGO]
<PAGE> 5
STRATEGIC RATIONALE
* LOGICAL EXTENSION OF INDEPENDENCE'S FRANCHISE INTO NEW JERSEY
- Geographic and revenue diversification
* FINANCIALLY ATTRACTIVE
- 1% accretive to GAAP EPS in fiscal year ended March 31, 2001
- 11% accretive to cash EPS in fiscal year ended March 31, 2001
- IRR in excess of Independence's cost of capital
* LOW RISK TRANSACTION NOT DEPENDENT ON AGGRESSIVE SYNERGIES
- Conservative expense savings assumptions and no revenue enhancements
factored in
- Successful acquisition history at Independence
* ENHANCES INDEPENDENCE'S "BANK-LIKE" PROFILE
- Stable, low-cost core deposit base
- High yielding loan portfolio
[INDEPENDENCE COMMUNITY BANK CORP LOGO] [BROAD NATIONAL BANCORPORATION LOGO]
<PAGE> 6
STRATEGIC RATIONALE (CONT'D)
* COMPLEMENTARY BUSINESS STRATEGIES
- Community-based banking philosophies at both institutions
- C&I and commercial real estate lending at Broad
- Multi-family platform at Independence
* PURCHASE ACCOUNTING ALLOWS INDEPENDENCE TO CONTINUE, SUBJECT TO CERTAIN
LIMITATIONS, ITS EXISTING SHARE REPURCHASE PROGRAM
* EFFECTIVE LEVERAGING OF INDEPENDENCE'S EXCESS CAPITAL FROM CONVERSION
[INDEPENDENCE COMMUNITY BANK CORP LOGO] [BROAD NATIONAL BANCORPORATION LOGO]
<PAGE> 7
ATTRACTIVE PRICING
<TABLE>
<CAPTION>
<S> <C>
Purchase Price per Share $26.50
Shares Outstanding 5.22 million
Aggregate Consideration $138 million
</TABLE>
<TABLE>
<CAPTION>
INDEPENDENCE/BROAD COMPARABLE
MULTIPLES TRANSACTIONS(a)
<S> <C> <C>
Price/Market Value (1 day prior) 18.11% 33.94%
Price/Book Value 3.04x 3.23x
Price/Tangible Book 3.05x 3.24x
Price/LTM Earnings 18.29x 26.32x
Deposit Premium 16.18% 26.40%
</TABLE>
- - -----------------
(a) Average multiples for Mid-Atlantic bank transactions between $50 million and
$250 million announced in 1997 and 1998.
Source: SNL Securities L.P.
[INDEPENDENCE COMMUNITY BANK CORP LOGO] [BROAD NATIONAL BANCORPORATION LOGO]
<PAGE> 8
OVERVIEW OF BROAD NATIONAL
* HEADQUARTERS: Newark, New Jersey
* HISTORY: Founded in 1925
Oldest and largest banking institution
headquartered in Newark
* TICKER/EXCHANGE: BNBC/NASDAQ
BNBCP/NASDAQ (Trust Preferred Stock)
* SENIOR MANAGEMENT: Chairman & CEO -- Donald M. Karp
President & COO -- John A. Dorman
* CORE BANKING MARKETS: Operates in several northern New Jersey metro
markets:
- Newark (New Jersey's largest city)
- Jersey City
- Elizabeth
* PRIMARY BUSINESSES: Commercial real estate lending
Commercial banking
* EMPLOYEES: 240
* BRANCHES: 16 full-service branches
* ATMs: 14 (including 4 at Newark Airport)
Formed alliance with Continental Airlines to
provide ATM services at Newark Airport terminal
[INDEPENDENCE COMMUNITY BANK CORP LOGO] [BROAD NATIONAL BANCORPORATION LOGO]
<PAGE> 9
OVERVIEW OF BROAD NATIONAL -- STRONG PROFITABILITY AND GROWTH
(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31 (AS STATED)
------------------------------------------------------
1998 1997 1996 1995
------- ------- ------- ------
<S> <C> <C> <C> <C>
Total Assets $685 $602 $534 $481
Gross Loans 360 323 287 267
Deposits 575 518 485 430
Total Equity 45 39 38 35
Net Income 8.0 6.4 5.3 4.4
Equity/Assets 6.53% 6.52% 7.19% 7.18%
ROAA 1.28% 1.13% 1.05% 0.97%
ROAE 19.20 16.33 14.58 13.52
Efficiency Ratio 61.81 61.18 66.28 70.48
Net Interest Margin 4.59 4.70 5.05 5.59
Reserves/NPLs(a) 396.06% 144.63% 87.65% 72.47%
NPAs/Assets(a) 0.35 0.91 1.98 2.28
Reserves/Loans 2.29 2.16 2.97 2.77
</TABLE>
- - -----------------------
(a)Excludes restructured loans.
[INDEPENDENCE COMMUNITY BANK CORP LOGO] [BROAD NATIONAL BANCORPORATION LOGO]
<PAGE> 10
PRO FORMA BRANCH FRANCHISE - NATURAL GEOGRAPHIC EXPANSION
[Map depiction of Independence Community Bank Corp. and Broad National
Bancorporation branch locations in New York City's metropolitian Area]
[INDEPENDENCE COMMUNITY BANK CORP. LOGO] [BROAD NATIONAL BANCORPORATION LOGO]
<PAGE> 11
WELL POSITIONED IN KEY METRO MARKETS
<TABLE>
<CAPTION>
Kings County (Brooklyn) Queens County Essex County (Newark)
------------------------------------ ------------------------------------ -------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Deposits Market Deposits Market Deposits Market
Rank Institution ($000) Share Institution ($000) Share Institution ($000) Share
---- ----------------- -------- ------ ----------------- -------- ------ ----------------- -------- ------
1 Chase Manhattan $4,212 16.9% Chase Manhattan $4,330 15.2% First Union $3,378 27.1%
2 Dime Bancorp 4,105 16.5 Astoria Financial 3,071 10.6 PNC Bank 1,358 10.9
3 Republic New York 3,670 14.8 Citigroup 2,961 10.4 Summit Bancorp 1,277 10.3
4 GreenPoint 2,903 11.7 GreenPoint 2,310 8.1 Valley National 761 6.1
5 Citigroup 2,118 8.5 North Fork 1,564 5.5 Hudson City SB 717 5.8
6 Independence 1,885 7.6 Republic New York 1,173 4.1 PennFed Financial 627 5.0
7 Astoria Financial 1,337 5.4 Haven Bancorp 1,041 3.7 Investors Bancorp 554 4.5
8 Popular 561 2.3 Ridgewood Svngs 1,030 3.6 Sovereign Bancorp 551 4.4
9 Roslyn Bancorp 468 1.9 Queens County 995 3.5 Provident SB 453 3.6
10 North Fork 453 1.8 HSBC Holdings 888 3.1 Broad 390 3.1
11 Emigrant Bancorp 451 1.8 Independence 847 3.0 Fleet Financial 376 3.0
12 Dime Community 425 1.7 JSB Financial 785 2.8 Chase Manhattan 258 2.1
</TABLE>
_______________
* Data as of June 30, 1997. Pro forma for pending acquisitions.
Source: SNL Securities, L.P.
[Independence Community Bank Corp Logo] [Broad National Bancorporation Logo]
<PAGE> 12
SIMILAR MARKET DEMOGRAPHICS
<TABLE>
<CAPTION>
BROAD INDEPENDENCE
MARKETS(a) MARKETS(b)
---------- ------------
<S> <C> <C>
Total Population 3,354,615 8,685,150
Total Deposits (millions) $79,803 $272,811
Average Household Income* $65,800 $51,126
Projected 5 Year Growth* 19.65% 17.41%
Per Capita Income* $23,481 $18,444
Projected 5 Year Growth* 19.97% 17.98%
</TABLE>
- - ---------------------
* Weighted average of all counties each institution operates in based on
deposits.
(a) Includes Essex, Union, Hudson, Bergen and Middlesex counties.
(b) Includes Kings, Queens, New York, Bronx, Richmond and Nassau counties.
[INDEPENDENCE COMMUNITY BANK CORP LOGO] [BROAD NATIONAL BANCORPORATION LOGO]
<PAGE> 13
STRONG PRO FORMA FINANCIAL POSITION
(Dollars in Millions)
<TABLE>
<CAPTION>
AT DECEMBER 31, 1998
-------------------------------------------
INDEPENDENCE BROAD PRO FORMA(a)
-------------- ----------- ------------
<S> <C> <C> <C>
BALANCE SHEET ITEMS
Total Assets $5,270 (b) $685 $5,902
Total Loans 3,303 360 3,663
Total Deposits 3,412 575 3,987
Intangibles 49 0 154
Equity 870 (b) 45 870
Reserves for Loans Losses 44 8 52
CAPITAL RATIOS
Equity/Assets 16.51%(b) 6.64% 14.75%
Tang. Common Equity/Assets 15.72 (b) 6.62 12.47
ASSETS QUALITY(c)
NPAs/Assets 0.76% 0.35% 0.72%
Loan Loss Reserve/NPLs 110.73 396.06 124.89
Loan Loss Reserve/NPAs 109.85 347.20 123.10
</TABLE>
- - ------------------
(a) At 12/31/98, includes impact of restructuring charge and other purchase
accounting adjustments.
(b) Adjusted for 2.70 million shares repurchased in January.
(c) Excludes restructured loans.
[INDEPENDENCE COMMUNITY BANK CORP LOGO] [BROAD NATIONAL BANCORPORATION LOGO]
<PAGE> 14
ATTRACTIVE DEPOSIT BASE(a)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
INDEPENDENCE
INDEPENDENCE BROAD PRO FORMA
---------------------- ----------------------- -----------------------
TOTAL PERCENT TOTAL PERCENT TOTAL PERCENT
---------- --------- ---------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Interest Free............. $94,877 2.8% $114,266 19.9% $209,143 5.2%
Savings/Money Market
& Interest Demand......... 1,503,578 44.0 252,973 44.0 1,756,551 44.1
CDs....................... 1,813,771 53.2 207,825 36.1 2,021,596 50.7
---------- ----- -------- ----- ---------- -----
Total................... $3,412,226 100.0% $575,064 100.0% $3,987,290 100.0%
========== ===== ======== ===== ========== =====
Cost of Deposits.......... 3.93% 2.77% 3.76%
Net Interest Spread....... 2.72% 3.80% 2.84%
Net Interest Margin....... 3.41% 4.47% 3.54%
</TABLE>
- - ---------------------------
(a) Deposit balances as of December 31, 1998. Cost of deposits, net interest
spread and net interest margin for the three months ended December 13, 1998.
[Independence Community Bank Corp Logo] [Broad National Bancorporation Logo]
<PAGE> 15
LOAN PORTFOLIO COMPOSITION(a)
(Dollars in Thousands)
<TABLE>
<CAPTION>
INDEPENDENCE
INDEPENDENCE BROAD PRO FORMA
------------------- ----------------- --------------------
TOTAL PERCENT TOTAL PERCENT TOTAL PERCENT
----- ------- ----- ------- ----- -------
<S> <C> <C> <C> <C> <C> <C>
1-4 Family Mortgages $491,299 14.8% $46,764 13.0% $538,063 14.6%
Multi-Family Mortgages 2,058,594 62.1 0 0.0 2,058,594 56.0
Commercial Real Estate 220,564 6.7 158,020 43.9 378,584 10.3
Cooperative Apartment 425,374 12.8 0 0.0 425,374 11.6
Consumer 84,874 2.6 67,444 18.7 152,318 4.1
Commercial & Industrial 33,700 1.0 88,161 24.5 121,861 3.3
---------- ----- -------- ----- ---------- -----
Total* $3,314,405 100.0% $360,389 100.0% $3,674,794 100.0%
========== ===== ======== ===== ========== =====
Yield on Loans 7.52% 8.63% 7.63%
</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 the three months
ended December 31, 1998.
[INDEPENDENCE COMMUNITY BANK CORP LOGO]
[BROAD NATIONAL BANCORPORATION LOGO]
<PAGE> 16
Independence is a Proven Acquiror
- - - Independence has a strong track record of successfully completing and
integrating acquisitions:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Assets/
Date Deposits Purchase
Acquired Target Acquired Price
- - -------- ---------------------------- ----------- ----------
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 StateSavings-RTC 221 N/A
</TABLE>
Acquisitions were successfully integrated and all
financial projections were achieved.
[INDEPENDENCE COMMUNITY BANK CORP LOGO] [BROAD NATIONAL BANCORPORATION LOGO]
<PAGE> 17
EXPECTED SYNERGIES
(Dollars in Thousands, pre-tax)
- - - 50% of the projected pre-tax synergies will be achieved in Independence's
FY2000 and 100% in FY2001
TOTAL
-------
Staff $2,621
Service Bureau 422
Advertising/Marketing 264
Equipment 280
Other 1,836
------
Annual Savings $5,423
% of Broad Expenses 22%
- - - No revenue enhancements have been assumed in management's projections
[ARROW] Significant opportunity exists for Independence to penetrate the
multi-family lending market in New Jersey
[INDEPENDENCE COMMUNITY BANK CORP LOGO] [BROAD NATIONAL BANCORPORATION LOGO]
<PAGE> 18
RESTRUCTURING CHARGE
(DOLLARS IN THOUSANDS, AFTER-TAX)
TOTAL
-------
Change-of-Control/Severance $ 7,600
Conversion Costs 1,271
Other Restructuring Charge 2,361
------
Total $11,232
=======
[INDEPENDENCE COMMUNITY BANK CORP. LOGO] [BROAD NATIONAL BANCORPORATION LOGO]
<PAGE> 19
ACCRETIVE TO INDEPENDENCE GAAP AND CASH EPS IN FY2001*
<TABLE>
<CAPTION>
Independence Fiscal Year
------------------------
<S> <C> <C>
2000(a) 2001
------- -------
Independence Earnings $51,345 $56,835
Broad Earnings 6,163 9,238
------- -------
Combined Earnings $57,507 $66,073
Cost Savings (after-tax) $ 1,207 $ 3,219
Cost of Cash Financing (3,735) (4,980)
Intangible Amortization (5,214) (6,952)
Other (222) (114)
------- -------
Pro Forma Earnings $49,543 $57,246
======= =======
Pro Forma Projected EPS $0.76 $0.90
======= =======
GAAP Accretion/(Dilution) (3.51)% 0.72%
Cash Accretion/(Dilution) 5.39 10.70
</TABLE>
* Assumes full realization of synergies.
(a) Includes three quarters of BNBC impact and assumes 50% realization of
synergies.
[INDEPENDENCE COMMUNITY BANK CORP. LOGO] [BROAD NATIONAL BANCORPORATION LOGO]
<PAGE> 20
SUMMARY
- - - Effective use of excess capital
- - - Accretive to GAAP and cash EPS
- - - Financially compelling returns
- - - Common strategies and business philosophies
- - - Natural extension of Independence franchise into contiguous New Jersey market
- - - Strong position in key metro banking markets
- - - Opportunity for Independence to penetrate multi-family lending market in
New Jersey
[Independence Community Bank Corp Logo] [Broad National Bancorporation Logo]
