Filed by Independence Community Bank Corp.
Pursuant to Rule 425 Under the Securities Act of 1933
Subject Company: Staten Island Bancorp, Inc.
Commission File No.: 333-111562
Statements contained in this document 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.
Words such as "expect," "feel," "believe," "will," "may," "anticipate,"
"plan," "estimate," "intend," "should," and similar expressions are intended to
identify forward-looking statements. These statements include, but are not
limited to, financial projections and estimates and their underlying
assumptions; statements regarding plans, objectives and expectations with
respect to future operations, products and services; and statements regarding
future performance. Such statements are subject to certain risks and
uncertainties, many of which are difficult to predict and generally beyond the
control of Independence and Staten Island, that could cause actual results to
differ materially from those expressed in, or implied or projected by, the
forward-looking information and statements. The following factors, among others,
could cause actual results to differ materially from the anticipated results or
other expectations expressed in the forward-looking statements: (1) the
businesses of Independence and Staten Island may not be combined successfully,
or such combination may take longer to accomplish than expected; (2) the growth
opportunities and cost savings from the merger may not be fully realized or may
take longer to realize than expected; (3) operating costs and business
disruption following the merger, including adverse effects on relationships with
employees, may be greater than expected; (4) governmental approvals of the
merger may not be obtained, or adverse regulatory conditions may be imposed in
connection with governmental approvals of the merger; (5) the stockholders of
either Independence or Staten Island may fail to approve the merger; (6)
competitive factors which could affect net interest income and non-interest
income, general economic conditions which could affect the volume of loan
originations, deposit flows and real estate values; (7) the levels of
non-interest income and the amount of loan losses as well as other factors
discussed in the document filed by Independence and Staten Island with the
Securities and Exchange Commission from time to time. Neither Independence nor
Staten Island undertakes any obligation to update these forward-looking
statements to reflect events or circumstances that occur after the date on which
such statements were made.
This communication is being made in respect of the proposed merger of
Independence and Staten Island. In connection with the proposed transaction,
Independence filed a registration statement on Form S-4 with the SEC on December
24, 2003, which was subsequently amended on January 30, 2004, containing the
definitive joint proxy statement/prospectus for the stockholders of Independence
and Staten Island. STOCKHOLDERS OF INDEPENDENCE AND STOCKHOLDERS OF STATEN
ISLAND ARE ENCOURAGED TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS
AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The definitive joint proxy
statement/prospectus on filed with the SEC, as well as other relevant material
(when they
become available) and any other documents filed by Independence or Staten Island
with the SEC, are (or will be) available free of charge at the SEC's website,
www.sec.gov, from Independence Community Bank Corp., 195 Montague Street,
Brooklyn, New York 11201, Attention: Investor Relations, or from Staten Island
Bancorp, Inc., 1535 Richmond Avenue, Staten Island, New York 10314, Attention:
Investor Relations.
###
(INDEPENDENCE COMMUNITY BANK LOGO) (STATEN ISLAND BANCORP, INC. LOGO
PRESS RELEASE
STOCKHOLDERS APPROVE MERGER OF INDEPENDENCE
COMMUNITY BANK CORP. AND STATEN ISLAND BANCORP, INC.
MERGER EXPECTED TO CLOSE DURING SECOND QUARTER OF 2004
Brooklyn, New York and Staten Island, New York, March 8, 2004, --- The
merger of Staten Island Bancorp, Inc. (NYSE:SIB) with and into Independence
Community Bank Corp. (Nasdaq:ICBC) was approved earlier today by stockholders of
both companies. Pending regulatory approvals, the merger is expected to close
during the second quarter of 2004.
Following the special meeting of Independence Community Bank Corp.
stockholders held earlier today, Alan H. Fishman, President and CEO of ICBC
said, "We are pleased that the stockholders of both companies have
overwhelmingly approved the merger and look forward to serving our communities
with the combined resources of Independence and Staten Island." Harry P.
Doherty, Chairman and CEO of SIB commented, "This combination presents
significant benefits for the customers and communities of both companies and I
am pleased that the stockholders have approved." Following the merger, Mr.
Doherty will serve as a Vice Chairman of Independence Community Bank Corp's
Board of Directors.
-------------------------
Independence Community Bank Corp. is the holding company for
Independence Community Bank. The Bank, originally chartered in 1850, currently
operates 85 branches located in the greater New York City metropolitan area,
which includes the five boroughs of New York City, Nassau, Suffolk and
Westchester Counties and northern New Jersey. The Bank has three key business
divisions: Commercial Real Estate Lending, Consumer Banking and Business Banking
and actively targets small and mid-size businesses. The Bank maintains its
community orientation by offering its diverse communities a wide range of
financial products and by emphasizing customer service, superior value and
convenience. The Bank's web address is www.myindependence.com.
Staten Island Bancorp, Inc. is the holding company for SI Bank & Trust.
SI Bank & Trust was chartered in 1864 and currently operates 17 full service
branches and three limited service branches on Staten Island, New York; three
full service branches in Brooklyn, New York; and 15 full service branches in New
Jersey. The Bank's web address is www.sibk.com.
-------------------------
Statements contained in this news release that 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.
Words such as "expect", "feel", "believe", "will", "may", "anticipate",
"plan", "estimate", "intend", "should", and similar expressions are intended to
identify forward-looking statements. These statements include, but are not
limited to, financial projections and estimates and their underlying
assumptions; statements regarding plans, objectives and expectations with
respect to future operations, products and services; and statements regarding
future performance. These statements are subject to certain risks and
uncertainties, many of which are difficult to predict and generally beyond the
control of Independence and Staten Island. The following factors, among others,
could cause actual results to differ materially from the anticipated results or
other expectations expressed in the forward-looking statements: (1) the
businesses of Independence and Staten Island may not be combined successfully,
or the combination may take longer to accomplish than expected; (2) the growth
opportunities and cost savings from the merger may not be fully realized or may
take longer to realize than expected; (3) operating costs and business
disruption following the merger, including adverse effects on relationships with
employees, may be greater than expected; (4) governmental approvals of the
merger may not be obtained, or adverse regulatory conditions may be imposed in
connection with governmental approvals of the merger;(5) competitive factors
which could affect net interest income and non-interest income, general economic
conditions which could affect the volume of loan originations, deposit flows and
real estate values; (6) the levels of non-interest income and the amount of loan
losses as well as other factors discussed in the documents filed by Independence
and Staten Island with the Securities and Exchange Commission from time to time.
Neither Independence nor Staten Island undertakes any obligation to update these
forward-looking statements to reflect events or circumstances that occur after
the date on which such statements were made.
This communication is being made in respect of the proposed merger of
Independence and Staten Island. In connection with the proposed transaction,
Independence filed a registration statement on Form S-4 with the SEC on December
24, 2003, which was subsequently amended on January 30, 2004, containing the
definitive joint proxy statement/prospectus for the stockholders of Independence
and Staten Island. STOCKHOLDERS OF INDEPENDENCE AND STOCKHOLDERS OF STATEN
ISLAND ARE ENCOURAGED TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS
AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The definitive joint proxy
statement/prospectus on filed with the SEC, as well as other relevant material
(when they become available) and any other documents filed by Independence or
Staten Island with the SEC, are (or will be) available free of charge at the
SEC's website, www.sec.gov, from Independence Community Bank Corp., 195 Montague
Street, Brooklyn, New York 11201, Attention: Investor Relations, or from Staten
Island Bancorp, Inc., 1535 Richmond Avenue, Staten Island, New York 10314,
Attention: Investor Relations.
Contact: Independence Community Bank Corp. Staten Island Bancorp, Inc.
Frank W. Baier Donald C. Fleming
Chief Financial Officer Chief Financial Officer
(718) 923-3506 (718) 697-2813