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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
Date of Report (Date of earliest event reported) November 23, 1999
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Statewide Financial Corp.
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(Exact name of registrant as specified in its charter)
New Jersey 0-26546 22-3397900
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(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
70 Sip Avenue, Jersey City, New Jersey 07306
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (201) 795-4000
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Item 1. Changes in Control of Registrant.
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Not Applicable.
Item 2. Acquisition or Disposition of Assets.
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Not Applicable.
Item 3. Bankruptcy or Receivership.
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Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant.
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Not Applicable.
Item 5. Other Events.
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Registrant issued a press release on Tuesday,
November 23, 1999, announcing approval by
Registrant's shareholders of acquisition by
Independence Community Bank Corp.
Item 6. Resignations of Registrant's Directors.
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Not Applicable.
Item 7. Exhibits and Financial Statements.
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Exhibit No. Description
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99 Registrant issued a press release
on Tuesday, November 23, 1999,
announcing approval by Registrant's
shareholders of acquisition by
Independence Community Bank Corp.
Item 8. Change in fiscal year
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Not Applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, Statewide Financial Corp. has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.
STATEWIDE FINANCIAL CORP.
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(Registrant)
Dated: November 23, 1999 By: Bernard F. Lenihan
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Senior Vice President,
Chief Financial Officer,
Secretary and Treasurer
EXHIBIT INDEX
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CURRENT REPORT ON FORM 8-K
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Exhibit No. Description
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99 Registrant issued a press release on Tuesday,
November 23, 1999, announcing approval by
Registrant's shareholders of acquisition by
Independence Community Bank Corp.
For Immediate Release Contact: Bernard F. Lenihan
201-795-4000
Tony Cicatiello
932-382-1066
STATEWIDE FINANCIAL CORP. SHAREHOLDERS
APPROVE ACQUISITION BY INDEPENDENCE
Jersey City, N.J. (November 23, 1999)...Shareholders of Statewide
Financial Corp. (NASDAQ: SFIN), today approved the acquisition of the
Company by Independence Community Bank Corp. (NASDAQ: ICBC) of
Brooklyn, New York. The vote was taken today at a Special Meeting of
Shareholders held at the Newark Gateway Hilton.
Victor M. Richel, Chairman, President and CEO of Statewide Financial
Corp. and Chairman and CEO of its subsidiary, Statewide Savings Bank,
indicated that subject to the receipt of final regulatory approvals,
Statewide and Independence currently expect the merger to close in
January. "Statewide's fifteen branch system will join the eighteen
branches Independence recently acquired from Broad National Bank to
create a formidable thirty-three branch network in northern New
Jersey," Richel added.
"From an operational standpoint, I believe our customers are fortunate
that they will 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," Richel said.
Following the completion of the merger, Richel will become a vice
chairman of Independence's holding company and a director of
Independence Community Bank.
Charles J. Hamm, Chairman, President & CEO of Independence said, "We
are very pleased to add Statewide to our existing New Jersey system
and look forward to building on the excellent tradition of customer
service that Vic Richel and his management team have developed and
continuing to provide the high levels of customer satisfaction they
have achieved."
Statewide also announced that, pursuant to the terms of the Merger
Agreement, the election period during which holders of Statewide
common stock can choose the form of consideration they will receive
from Independence, subject to the allocation and proration provisions
of the Merger Agreement, is currently expected to run from December 7
to December 28, 1999. Shareholders not electing during this period,
or who purchase shares of Statewide common stock after the election
period has closed, will receive either cash or shares of Independence
common stock pursuant to the formula contained in the Merger
Agreement.
The acquisition of Statewide brings Independence's branch network in
New York and New Jersey to sixty-five offices, with total assets as of
September 30, 1999 of approximately $6.9 billion.
Statewide Financial Corp. is the holding company for Statewide Savings
Bank, S.L.A., a savings and loan association headquartered in Jersey
City, N.J. Statewide Savings Bank conducts thrift business and offers
commercial banking services through its 15 branches in Hudson, Union,
Bergen and Essex counties. As of April 12th, Independence Community
Bank Corp. of Brooklyn agreed to acquire Statewide in a transaction
that is expected to be completed in January 2000, pending approval of
regulatory authorities.
