SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
January 7, 2000
_____________________________________________________________________________
(Date of earliest event reported)
Independence Community Bank Corp.
_____________________________________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 0-23229 13-3387931
____________________________________________________________________________
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
195 Montague Street, Brooklyn, New York 11201
____________________________________________________________________________
(Address of principal executive offices) (Zip Code)
(718) 722-5300
_____________________________________________________________________________
(Registrant's telephone number, including area code)
Not Applicable
_____________________________________________________________________________
(Former name, former address and former fiscal year, if changed since last
report)
ITEM 5. Other Events
____________
Effective as of January 7, 2000 (the "Effective Time"), Independence
Community Bank Corp., a Delaware corporation (the "Company"), completed its
acquisition of Statewide Financial Corp., a New Jersey corporation
("Statewide"), pursuant to the Agreement and Plan of Merger dated as of April
12, 1999, between the Company and Statewide (the "Agreement"). As part of
the acquisition, Statewide's wholly owned subsidiary, Statewide Savings Bank,
S.L.A., a New Jersey-chartered savings and loan association ("Statewide
Bank"), 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 November 4, 1999
between ICB and Statewide Bank (the "Bank Merger Agreement," a copy of which
is attached hereto as Exhibit 2.2).
Under the terms of the Agreement, the merger consideration consists of
approximately 4,194,496 shares of Company common stock and approximately
$51.5 million based upon 4,073,777 shares of Statewide common stock
outstanding as of the completion of the acquisition. As a result of the
election procedures provided for under the Agreement and in accordance with
the terms of the formula set forth in the Agreement, each Statewide
stockholder who submitted a valid election for stock consideration received
2.0700 shares of Independence common stock for each share of Statewide
common stock, plus cash in lieu of any fractional shares, and each Statewide
stockholder who submitted a valid election for cash consideration received
$25.14 per share of Statewide common stock. To the extent that any Statewide
stockholders elected to receive some combination of stock and cash
consideration in exchange for their shares of Statewide common stock, such
individuals received the entire portion of their stock election in the form
of 2.0700 shares of Independence common stock for each share of Statewide
common stock, plus cash in lieu of any fractional shares, and the cash
portion of their election at the rate of $25.14 per share of Statewide common
stock. The remaining shares of Statewide common stock for which valid
elections were not submitted have been converted into the right to receive
on a pro rata basis $25.14 in cash for approximately 53% of the shares not
tendered and 2.0700 shares of Independence common stock for each remaining
share of Statewide common stock, plus cash in lieu of any fractional shares.
Fractional shares are being satisfied using a value of $12.1469 per share.
At the Effective Time, each outstanding option to purchase Statewide
common stock (each a "Statewide Option"), at the election of the individual
holders of the Statewide Options either were: (i) canceled and all rights
thereunder extinguished in consideration for which Statewide paid an amount
determined by multiplying the number of shares of Statewide common stock
underlying such Statewide Option by an amount equal to the excess (if any)
of $25.14 over the exercise price of each Statewide 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.
2
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ITEM 7. Exhibits
________
Exhibit Number Description
______________ ___________
2.1 Agreement and Plan of Merger between
Independence Community Bank Corp. and
Statewide Financial Corp. dated April 12,
1999*
2.2 Agreement of Merger between Independence
Community Bank and Statewide Savings Bank,
S.L.A. dated November 4, 1999
99 Press Release dated January 7, 2000
* Incorporated by reference from the Company's Registration
Statement on Form S-4 (File No. 333-86349) initially filed on
September 1, 1999.
3
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: January 24, 1999 By: /s/ John K. Schnock
_________________________________
John K. Schnock
Senior Vice President and Counsel
4
AGREEMENT OF MERGER
THIS AGREEMENT OF MERGER (the "Agreement") is dated as of the 4th day of
November, 1999, by and between Independence Community Bank ("ICB"), a New
York-chartered stock savings bank, and Statewide Savings Bank, S.L.A., a New
Jersey-chartered savings and loan association (the "Bank") with its executive
offices located in Jersey City, 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 April 12, 1999, Statewide Financial Corp. (the
"Company"), 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;
WHEREAS, the Merger Agreement provides that, simultaneously with or as
soon as practicable after the merger of the Company into the ICBC, the Bank
shall be merged with and into ICB; and
WHEREAS, the Bank will convert immediately prior to merger of the
Company with and into ICBC to a state-chartered savings bank pursuant to the
provisions of NJSA 17:16M-1 et.seq.
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 "Commissioner" means the Commissioner of the New Jersey Department
of Banking and Insurance.
1.2 "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.
1.3 "Merger" shall refer to the merger of the Bank with and into ICB
as provided in Section 2.1 of this Agreement of Merger.
1.4 "Merging Corporations" shall collectively refer to the Bank and
ICB.
1.5 "NJSA" shall mean the New Jersey Statutes Annotated.
1.6 "NYBL" shall mean the New York Banking Law.
1.7 "Superintendent" shall mean the Superintendent of Banks of the
State of New York.
1.8 "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 Section 9A-133.1 of the NJSA 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 $1.00 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 and, to the extent
required, the Commissioner 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 and (iii) if
required, the Commissioner has endorsed his or her approval on this
Agreement of Merger and such Agreement of Merger, as may be endorsed,
together with the officer's certificate specified by NJSA 9A-137 are filed
with the Commissioner, 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 and the Commissioner.
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. 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.
<PAGE>
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:
/s/ John K. Schnock By: /s/Charles J. Hamm
______________________ _______________________
John K. Schnock Charles J. Hamm, President and
Senior Vice President, Chief Executive Chairman Officer
Secretary and Counsel
STATEWIDE SAVINGS BANK, S.L.A.
ATTEST:
/s/Denise Collins By: /s/Victor M. Richel
______________________ _______________________
Denise Collins Victor M. Richel
Secretary Chairman, President and Chief
Executive Officer
<PAGE>
Schedule 2.1
INDEPENDENCE COMMUNITY BANK
BANKING OFFICES:
195 Montague Street 83-20 Roosevelt Avenue
Brooklyn, New York 11201* Jackson Heights, New York 11372
130 Court Street 75-15 31st Avenue
Brooklyn, New York 11201 Jackson Heights, New York 11370
6424-18th Avenue 89-01 Northern Boulevard
Brooklyn, New York 11204 Jackson Heights, New York 11372
23 Newkirk Plaza 150-28 Union Turnpike
Brooklyn, New York 11226 Flushing, New York 11367
443 Hillside Avenue 234 Prospect Park West
Williston Park, New York 11596 Brooklyn, New York 11215
23-56 Bell Boulevard 7500 Fifth Avenue
Bayside, New York 11360 Brooklyn, New York 11209
250 Lexington Avenue 440 Avenue P
New York, New York 10016 Brooklyn, New York 11223
1416 East Avenue 301 Avenue U
Bronx, New York 10462 Brooklyn, New York 11223
1420 Northern Boulevard 8808 Fifth Avenue
Manhasset, New York 11030 Brooklyn, New York 11209
1769-86th Street 1310 Kings Highway
Brooklyn, New York 11214 Brooklyn, New York 11229
Pratt Institute Campus 4823 13th Avenue
200 Willoughby Avenue Brooklyn, New York 11219
Brooklyn, New York 11205
2357-59 86th Street 1302 Avenue J
Brooklyn, New York 11214 Brooklyn, New York 11230
4514 16th Avenue 1550 Richmond Road
Brooklyn, New York 11204 Staten Island, New York 10304
37-10 Broadway 1460 Forest Avenue
Long Island City, New York 11103 Staten Island, New York 10302
22-59 31st Street 498 Columbia Street
Long Island City, New York 11105 Brooklyn, New York 11231
24-28 34th Avenue
Long Island City, New York 11106
* Executive offices located at
51-12 31st Avenue same address.
Woodside, New York 11377
<PAGE>
745 Broad Street
Newark, NJ 07102
243 Chestnut Street
Newark, NJ 07105
Chestnut Street & Wheeler Point Road
Newark, NJ 07105
133 Jackson Street
Newark, NJ 07105
255 Millburn Avenue
Millburn, NJ 07041
65 River Road
North Arlington, NJ 07031
1000 S. Elmora Avenue
Elizabeth, NJ 07202
30 W. Mt. Pleasant Avenue
Livingston, NJ 07039
Convery Plaza, Route 35
Perth Amboy, NJ 08861
466 Bloomfield Avenue
Newark, NJ 07107
826 Elizabeth Avenue
Elizabeth, NJ 07201
554 Central Avenue
East Orange, NJ 07018
180 Schuyler Avenue
Kearny, NJ 07302
348 Central Avenue
Jersey City, NJ 07307
290 Ferry Street
Newark, NJ 07105
255 Prospect Avenue
Linden, NJ 07036
236 W. St. Georges Avenue
West Orange, NJ 07052
905 Broad Street
Newark, NJ 07102
<PAGE>
STATEWIDE SAVINGS BANK, S.L.A.
9 Path Plaza
Jersey City, NJ 07306
241 Central Avenue
Jersey City, NJ 07307
214 Newark Avenue
Jersey City, NJ 07302
12 Chapel Avenue
Jersey City, NJ 07305
456 North Broad Street
Elizabeth, NJ 07208
314 Elizabeth Avenue
Elizabeth, NJ 07206
One Statewide Court
Secaucus, NJ 07094
416 Anderson Avenue
Cliffside Park, NJ 07010
35 South Main Street,
Lodi, NJ 07644
19 Schuyler Avenue
North Arlington, NJ 07031
246 South Avenue
Fanwood, NJ 07023
345 South Avenue
Garwood, NJ 07027
400 Marin Boulevard
Jersey City, NJ 07306
86 River Street
Hoboken, NJ 07030
1886 Springfield Avenue
Maplewood, NJ 07040
Administrative Office:
70 Sip Avenue
Jersey City, NJ 70206
Exhibit 99
[Independence Logo]
PRESS RELEASE
INDEPENDENCE COMMUNITY BANK CORP.
COMPLETES ACQUISITION OF STATEWIDE FINANCIAL CORP.
Brooklyn, NY - January 7, 2000 - 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 Statewide Financial Corp. ("Statewide") (Nasdaq:SFIN)
and the merger of Statewide's wholly owned subsidiary, Statewide Savings
Bank, S.L.A. ("Statewide Bank") with and into the Bank, all effective as of
January 7, 2000.
Charles J. Hamm, Chairman, President and Chief Executive Officer of
Independence stated, "We are very pleased to welcome the former customers,
stockholders and employees of Statewide and Statewide Bank to our company.
All of our New Jersey branch offices will be converted to the Independence
brand as rapidly as possible. We are confident that this transaction,
combined with our recent acquisition of Broad National Bancorporation and
its wholly owned subsidiary, Broad National Bank, will enhance stockholder
value and provide long-term benefits for our customers and the communities
we serve."
Victor M. Richel, Chairman, President and CEO of Statewide Financial Corp.,
stated that he was "very pleased that the merger has been finalized." He
added "the customers of Statewide are fortunate to be able to continue to
be served by a bank with a vision rooted in the same values as Statewide.
Independence's very strong commitments to customer service and satisfaction
and their demonstrated effectiveness in serving primarily urban communities
reflects Statewide's own market emphasis, tradition and goals."
Under the terms of the Agreement and Plan of Merger between Independence
and Statewide dated April 12, 1999 (the "Agreement"), the merger
consideration consists of approximately 4,194,496 shares of Independence
common stock and approximately $51.5 million based upon 4,073,777 shares
of Statewide common stock outstanding as of the completion of the merger.
As a result of recently completed election procedures and in accordance
with the terms of the formula set forth in the Agreement, each Statewide
stockholder who submitted a valid election for stock consideration will
receive 2.0700 shares of Independence common stock for each share of
Statewide common stock, plus cash in lieu of any fractional shares, and
each Statewide stockholder who submitted a valid election for cash
consideration will receive $25.14 per share of Statewide common stock.
To the extent that any Statewide stockholders elected to receive some
combination of stock and cash consideration in exchange for their shares
of Statewide common stock, such individuals will receive the
entire portion of their stock election in the form of 2.0700 shares of
Independence common stock for each share of Statewide common stock, plus
cash in lieu of any fractional shares, and the cash portion of their election
at the rate of $25.14 per share of Statewide common stock. The remaining
shares of Statewide common stock for which valid elections were not submitted
have been converted into the right to receive on a pro rata basis $25.14
in cash for approximately 53% of the shares not tendered and 2.0700 shares of
Independence common stock for each remaining share of Statewide 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.
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
$6.8 billion, deposits of approximately $4.4 billion and will operate 65
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 Statewide Bank and Broad
National Bank. Independence has three key business divisions: Commercial
Real Estate Lending, Consumer Banking and Business Banking. The Bank strives
to maintain its community orientation by serving urban, ethnically diverse
communities with a wide range of products and by emphasizing customer
service, superior value and convenience. Independence's web address is
www.icbny.com.
____________________________________________________________________________
Contacts:
Alan J. Cohen
First Vice President, Investor Relations
718-722-5400
John B. Zurell
Chief Financial Officer
718-722-5420
