SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
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Staten Island Bancorp, Inc.
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THE FOLLOWING IS A STAFF UPDATE ON THE PROPOSED MERGER BETWEEN INDEPENDENCE
COMMUNITY BANK CORP. AND STATEN ISLAND BANCORP, INC. WHICH WAS PREPARED FOR
EMPLOYEES OF SI BANK & TRUST ("SIBT") AND POSTED ON SIBT'S INTRANET SITE.
[Independence Community Bank Corp. Logo] [Staten Island Bancorp, Inc. Logo]
AN UPDATE ON INTEGRATION
Dear Colleague:
We want to take this opportunity to update you about the
progress of the integration plans of Independence Community
Bank and SI Bank & Trust as we move forward with our efforts
to complete the merger and to achieve the benefits the
merger is expected to bring to our employees and the
marketplace.
As the process continues, we will keep you informed about
the status of our plans regarding a host of issues including
organizational, operational and technological matters. The
attached information provides answers to specific questions
some of you raised most recently.
We will be sharing plans with you for the future of our
combined organization as decisions are finalized in the
weeks ahead. Extensive training programs will help employees
understand the new set of products and services that will be
offered following the completion of the merger. We will also
be developing comprehensive new materials to help deliver
integration-related decisions to clients.
This is an interesting, challenging and opportunistic time
for us and for our clients and it is imperative that we keep
the customer at the forefront of our focus. Ongoing
communication and collaboration will be essential to the
success of the combined bank. We are confident we can
continue to count on your cooperation.
Sincerely,
Alan H. Fishman, Harry P. Doherty
President & CEO Chairman & CEO
Independence Community Bank Staten Island Bancorp
______________________________________________________________________________
Staff Updates
Interview Process
Q. How is the interviewing process structured?
A. There have been two parts to the formal interviewing process:
1. Departmental Interviewing, and
2. The Job Posting process.
The departmental interviewing process has been and continues
to be the primary process. Leads from each department arrange
and complete interviews for all SI Bank & Trust ("SIBT") staff
that wish to be considered for positions equivalent to his or
her current position in the organization after the merger is
completed. SIBT staff has NOT had to post for these positions.
The Job Posting interviewing process was a secondary process
designed to provide the opportunity for any member of staff
(either SIBT or ICB) to apply for positions that have been
identified as open for posting. Although any member of staff
is able to apply, he or she must be suitably qualified to be
considered for an open position.
Some SIBT staff have posted for jobs that they would have been
considered for anyway under the Departmental Process. This is
not a problem and simply provides double assurance that they
are being considered for the subject position.
The formal job posting process was substantially completed
December 31. However, going forward, it is expected that
additional positions will be identified or become available.
These will continue to be posted under the `business as usual'
Job Posting process. Qualified employees of both SIB and ICB
will be able to apply for open positions at either
institution.
Q. Are there any exceptions to the interviewing process?
A. Yes, Branch staff is not required to be interviewed. There may,
however, be branch manager positions that become available. If so,
they will be posted and interviews conducted.
Q. Do SIBT's officers have to apply to job postings?
A. Only if the officer is interested in a position that is clearly
different to the position he or she currently occupies. The officer
should have been interviewed for a post-merger equivalent position
as part of the departmental process.
If an officer is interested in applying for a position different to
his or her current position, ICB normally requires employees and
officers to post for positions through and including First Vice
President. In addition, there may be some changes to the duties in
officer positions that appear comparable, therefore the posting
process gives SIBT officers an opportunity to understand the job
requirements and formally submit an expression of interest.
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Severance Questions
Q. If a non-branch SIBT employee is offered a job and does not
accept it, will he or she receive severance pay?
A. If a non-branch SIBT employee declines a job offer, he or she
will receive severance pay if, in the opinion of ICB, either of the
following conditions applies:
1. The job responsibilities are substantially different from the
current job.
2. The salary is materially lower.
Furthermore: If the location of the job substantially changes and
creates a hardship for the employee, severance entitlement may
apply if approved by ICB Management.
Q. If an employee is displaced, when is he/she entitled to
severance?
A. Employees are entitled to a severance payment when their
services are no longer required and employment ends. Individual
dates will vary on an as needed basis.
Q. When am I not eligible for severance pay?
A. Employees are not eligible for severance pay if their
employment ends by:
1.voluntary resignation or retirement, e.g., an employee
voluntarily leaves; or
2.termination for cause.
Q. Am I eligible for severance pay if I am asked to stay on past
the merger closing date and I stay?
A. Yes, provided that you stay until your services are no longer
needed.
Q. If I am eligible for severance pay, when will I receive the
payment?
A. Within two weeks of your last day of employment.
Q. Do I continue to participate in the Employee Mortgage
Assistance Program if I am terminated as a result of the merger?
A. Yes, unless the termination is for cause.
Staff Benefits
Q. What happens to the SIBT stock in the 401(k) plan?
A. Like other outstanding shares, SIB shares in the 401(k) plan
will be converted to ICBC stock and/or cash following the merger.
Q. How will 2004's vacation benefit be handled?
A. Employees will earn vacation based on the accrual schedule on
page 4-2 in the SIBT Employee handbook. Employees will be paid for
the time earned, less applicable taxes, on or after their final
date of employment. Once an employee is officially on the ICB
payroll, the ICB vacation policy will apply.
Q. How will the pension benefit for SIBT employees be handled?
A. SIBT's defined benefit plan was frozen on 12/31/99. Employees
participating in the SIBT Retirement Plan will receive their
benefit upon reaching the applicable retirement age. Similar to
SIBT, ICB's Employees' Retirement Plan was frozen to new
participants in 2000.
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Q. Will employees displaced by the merger be eligible for medical
benefits?
A. Displaced employees will be eligible for post-termination
coverage under COBRA. COBRA eligibility requires that you have been
an active participant in the SIBT medical and / or dental programs
at the date of termination. The ICB and SIBT Human Resources
Departments will schedule sessions to explain COBRA benefits,
alternatives to COBRA, unemployment and other issues relating to
displaced employees. These meetings will be scheduled for early
February.
Q. What is ICB's benefits policy?
A. ICB has a complete, comprehensive benefits package, including
medical, prescription drug, dental, life, vision, flex spending
(incl. child care & transportation), long-term care, supplemental
life, long term disability, tuition assistance, 401(k), and an
ESOP. It is our intention to hold group sessions for a complete
orientation, which includes a comprehensive benefits orientation.
______________________________________________________________________________
Integration Updates
Q. Have any decisions been made concerning branch closings?
1. All branches of the combined institution are expected to
remain open on Staten Island.
2. While we expect minimal consolidation in the Brooklyn market,
we are confident that no jobs will be lost as a result of any
consolidations that may take place.
3. All branches of the combined institution are expected to
remain open in New Jersey.
Q. Will branch hours change?
A. SIBT's branch hours will be evaluated by ICB senior management.
Changes will be announced to customers and employees accordingly.
Q. What Key Integration decisions have been made?
A.
1. The branch model to be used in the combined institution will
be based on SIBT's Proof of Deposit (POD) model.
2. SIBT's Item processing capability will be implemented
throughout the combined institution's full branch network.
3. ICB will offer a comprehensive line of commercial loans and
cash management products/services.
4. Retail investments (annuities, mutual funds, etc.) will
continue to be offered.
5. ICB will maintain a Customer Call Center facility on Staten
Island.
Important note: Staffing requirements associated with these
decisions will be finalized quickly and most will be completed
within the next few weeks.
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Q. Will all of SIBT's products and services be offered after the
merger?
A. After the merger, the combined institution will offer products
that are determined to be the most effective for building new
business and meeting the needs of the consumers and businesses in
all the markets served by both institutions. There is currently a
team from both institutions mapping the similarities and
differences between the products offered by each institution.
Similar products will be converted to ICB's structure. Senior
management will determine how to proceed with the products that are
different.
Q. Which key data processing systems will be used?
A. Deposits: Fidelity Systematics
Branch & Teller: Mosaic (current ICB platform)
Call Center: Fidelity Service Delivery
IVR: Fidelity Service Delivery
Online Banking: Fidelity Online Banking
Billpay: Checkfree Billpay
Cash Management: Magnet Cash Management
Lending - Origination:
- 1-4 family mortgage Not finalized
- Small Business SBA (ICB platform)
- Consumer Loans Appro
- Commercial Loans Baker Hill
- CRE Jackson Brooklyn
Lending - Servicing:
- 1-4 family mortgage Fidelity CPI
- Small Business SBA
- Consumer Loans Fidelity ALS
- Commercial Loans McCracken
- CRE McCracken
Back Office:
- General Ledger Fidelity FMS
- CIS Fidelity RM
- Check Imaging AFS
- Document Imaging Archive Systems
- Payroll Ceridian
- HR Benefits Ceridian
- Enterprise Report Mgt Fidelity Acquire
- Sales Tracking Stars (ICB platform)
- Wires Fundtech
- Trust Services Sungard
- Intranet ICB Intranet
Conversions associated with the systems above are expected to occur
throughout the period February to July 2004.
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This document may be deemed to be solicitation material in respect of the
proposed merger of Independence Community Bank Corp. ("Independence") and
Staten Island Bancorp, Inc. ("Staten Island"). In connection with the proposed
merger, Independence filed with the SEC a registration statement on Form S-4,
including the preliminary joint proxy statement/prospectus constituting a part
thereof, on December 24, 2003. STOCKHOLDERS OF INDEPENDENCE AND STOCKHOLDERS
OF STATEN ISLAND ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY
OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC, INCLUDING
THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS THAT WILL BE PART OF THE
DEFINITIVE REGISTRATION STATEMENT, AS THEY BECOME AVAILABLE BECAUSE THEY
CONTAIN, OR WILL CONTAIN, IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The
final joint proxy statement/prospectus will be mailed to Stockholders of
Independence and Stockholders of Staten Island. Investors and security holders
will be able to obtain a free copy of the joint proxy statement/prospectus, as
well as other filings containing information about Independence and Staten
Island, at the SEC's website (http://www.sec.gov). Copies of these documents
can also be obtained, without charge, 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.
Information about the participants in the proxy solicitation will be set forth
in the joint proxy/prospectus regarding the proposed merger contained in
Independence's registration statement on Form S-4.
The information presented above may contain forward-looking statements.
Factors that could cause actual results to differ materially from those
described in the forward-looking statements can be found in Independence's
and Staten Island's public reports filed with the SEC.
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