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 14, 2000
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(Date of earliest event reported)
Staten Island Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-13503 13-3958850
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
15 Beach Street, Staten Island, New York 10304
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(Address of principal executive offices) (Zip Code)
(718) 447-7900
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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 after the close of business on January 14, 2000, Staten Island
Bancorp, Inc. ("SIB"), the parent holding company for Staten Island Savings
Bank (the "Bank"), completed its acquisition of First State Bancorp ("FSB")
pursuant to the Agreement and Plan of Reorganization, dated as of August 18,
1999 (the "Agreement"), among the Company, the Bank, FSB and First State Bank
("First State"). Pursuant to the terms of the Agreement, FSB merged with an
interim subsidiary created by SIB, and thereafter FSB merged with and into SIB
with SIB as the surviving corporation. In addition, First State converted its
charter to a New Jersey chartered savings and loan association then merged
with and into the Bank with the Bank as the surviving bank (the "Bank
Merger"). After the Bank Merger, First State is being operated as a separate
division of the Bank. Pursuant to the terms of the Agreement, each share of
common stock of FSB converted into the right to receive $174.93 in cash, or
$84.0 million in the aggregate.
The press release issued by SIB with respect to the consummation of the
transactions described herein is attached hereto as Exhibit 99.1 and is
incorporated herein by reference in its entirety. The above summary of the
transactions consummated on January 14, 2000 does not purport to be complete
and is subject to and qualified in its entirety by reference to the Agreement.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
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(a) Not applicable.
(b) Not applicable.
(c) The following exhibits are included with this Report:
Exhibit 2.1 Agreement and Plan of Reorganization, dated
August 18, 1999, among SIB, the Bank, FSB
and First State(1)
Exhibit 99.1 Press Release, dated January 14, 2000
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(1) Incorporated by reference from SIB's current Report on Form 8-K filed on
August 19, 1999, as amended on August 30, 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.
STATEN ISLAND BANCORP, INC.
/s/ Harry P. Doherty
By:_________________________________
Name: Harry P. Doherty
Title: Chairman and
Chief Executive Officer
Date: January 28, 2000
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