EXHIBIT 99.1
[Independence Community Bank Corp. Logo] [Staten Island Bancorp, Inc. Logo]
PRESS RELEASE
______________________________________________________________________________
INDEPENDENCE COMMUNITY BANK CORP.
RECEIVES REGULATORY APPROVAL
TO MERGE WITH STATEN ISLAND BANCORP, INC.
BROOKLYN, N.Y. - April 7, 2004 Independence Community Bank Corp.
("Independence") (NASDAQ - ICBC), and Staten Island Bancorp, Inc. ("Staten
Island") (NYSE - SIB) jointly announced today they have received regulatory
approvals to permit the merger of Staten Island with and into Independence.
In addition, as previously announced, Independence and Staten Island
stockholders approved the merger at special meetings of stockholders held on
March 8, 2004. Independence and Staten Island currently anticipate completing
the merger after the close of business on April 12, 2004.
Staten Island stockholders may elect to receive the merger consideration
in the form of Independence common stock, cash or a combination of both.
Assuming a closing on April 12, 2004, each share of Staten Island common stock
would be converted into the right to receive either $24.3208 in cash or an
exchange ratio of 0.6195 shares of Independence common stock for each Staten
Island share, or a combination of both. As previously disclosed in the merger
agreement and election materials mailed to Staten Island stockholders, the
form of the merger consideration ultimately paid to Staten Island stockholders
is subject to adjustment in accordance with the terms of the merger agreement,
pursuant to which all elections are subject to pro-ration because the
aggregate amount of cash consideration Independence will pay in the merger is
fixed at $368,500,000.
Independence Community Bank Corp. is the holding company for
Independence Community Bank. The Bank, originally chartered in 1850,
currently operates 86 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.
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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) 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; (5) 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 file 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