S-3 1 forms3.txt FORM S-3 REGISTRATION STATEMENT AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 31, 2002 Requisition No. 333-____ -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _____________________ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ______________________ Independence Community Bank Corp. -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware 6035 11-3387931 -------------------------------------------------------------------------------- (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation or Organization) Classification Code Number) Identification No.) Independence Community Bank Corp. 195 Montague Street Brooklyn, New York 11201 (718) 722-5300 -------------------------------------------------------------------------------- (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) ________________________ Alan H. Fishman President and Chief Executive Officer Independence Community Bank Corp. 195 Montague Street Brooklyn, New York 11201 (718) 722-5300 -------------------------------------------------------------------------------- (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) Copies To: Philip R. Bevan, Esq. Elias, Matz, Tiernan & Herrick L.L.P. 734 15th Street, N.W. Washington, D.C. 20005 (202) 347-0300 ________________________________ Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: [ ] CALCULATION OF REGISTRATION FEE -------------------------------------------------------------------------------- PROPOSED TITLE OF EACH PROPOSED MAXIMUM CLASS OF AMOUNT MAXIMUM AGGREGATE AMOUNT OF SECURITIES TO TO BE OFFERING PRICE OFFERING REGISTRATION BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE(2) ------------- ------------- -------------- --------- ------------ Common stock, 520,716 $25.05 $13,043,935 $1,200.04 ($.01 par value) ____________________ (1) This Registration Statement covers shares of common stock available for resale by Meridian Capital Group, LLC acquired under the terms of an Operating Agreement dated as of October 11, 2002 between Independence Community Bank Corp. and Meridian Capital Funding Inc. (2) The registration fee has been computed in accordance with Rule 457(c) under the Securities Act of 1933, as amended, based on the average of the high and low prices for a share of common stock of the Registrant, as reported on the Nasdaq Stock Market on October 29, 2002. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. ________________________________________________________________________ The information in this prospectus is subject to completion and may be changed. No one may sell these securities nor may offers to buy these securities be accepted until the registration statement filed with the Securities and Exchange Commission (of which this prospectus is a part) is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where such offer or sale is not permitted. Subject to Completion, dated October 31, 2002 PROSPECTUS INDEPENDENCE COMMUNITY BANK CORP. 520,716 SHARES OF COMMON STOCK This prospectus relates to certain shares of common stock held by that selling stockholder listed on page 5 of this prospectus. Such shares were acquired by the selling stockholder pursuant to an Operating Agreement governing the selling stockholder's operations entered into by Meridian Capital Funding Inc. and us which reflected an increased investment in the selling stockholder. The selling stockholder may sell shares of our common stock from time to time on the Nasdaq National Market at the prevailing market price or in private, negotiated transactions. The shares will be sold at prices determined by the selling stockholder. We will not receive any part of the proceeds from the sale. We are paying the expenses in connection with the registration of the shares with the Securities and Exchange Commission. Our common stock is listed on the Nasdaq National Market under the symbol "ICBC". On October 30, 2002, the last reported sales price of shares of common stock on the Nasdaq National Market was $25.64. For a discussion of the material risks that you should consider, see "Risk Factors" beginning on page 1. These securities are not deposits on accounts, are not insured or guaranteed by Independence Community Bank Corp. , Independence Community Bank, the Federal Deposit Insurance Corporation or any other federal or state government agency. The common stock is subject to investment risk, including the possible loss of the money invested. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is November ___, 2002 TABLE OF CONTENTS Page ---- About this Prospectus . . . . . . . . . . . . . . . . . ii Risk Factors. . . . . . . . . . . . . . . . . . . . . . 1 Forward-looking Statements. . . . . . . . . . . . . . . 4 Our Business. . . . . . . . . . . . . . . . . . . . . . 5 Use of Proceeds . . . . . . . . . . . . . . . . . . . . 5 Selling Stockholder . . . . . . . . . . . . . . . . . . 5 Plan of Distribution. . . . . . . . . . . . . . . . . . 6 Legal Matters . . . . . . . . . . . . . . . . . . . . . 8 Experts . . . . . . . . . . . . . . . . . . . . . . . . 8 Where You Can Find More Information . . . . . . . . . . 9 Incorporation of Documents By Reference . . . . . . . . 9 About This Prospectus You should read this prospectus and the information incorporated by reference carefully before you invest. Such documents contain important information you should consider when making your investment decision. See "Incorporation of Documents by Reference" on page 9. You should rely only on the information provided in this prospectus or documents incorporated by reference in this prospectus. We have not authorized anyone to provide you with different information. The selling stockholder is offering to sell and seeking offers to buy shares of our common stock only in jurisdictions in which offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock. ii RISK FACTORS In addition to the other information in this document, you should consider carefully the following risk factors in deciding whether to purchase our common stock. Our Loan Portfolio Includes More Loans With a Higher Risk of Loss In recent years, we have continued through our wholly owned subsidiary, Independence Community Bank, to increase our commercial real estate loans, commercial business loans, multi-family residential loans and warehouse mortgage lines of credit, both in terms of dollar amounts and as a percentage of our loan portfolio. Our strategy is to continue to grow our portfolio of these types of loans. Commercial real estate, commercial business and multi- family residential loans and warehouse mortgage lines of credit all generally have a higher inherent risk of loss than single-family residential mortgage or cooperative apartment loans because repayment of the loans or lines often depends on the successful operation of a business or the underlying property. Accordingly, repayment of these loans is subject to adverse conditions in the real estate market or local economy. In addition, our commercial real estate and multi-family loans have significantly larger average loan balances compared to our single-family residential mortgage and cooperate apartment loans. Our commercial real estate and commercial business loans aggregated $1.84 billion or 30.3% of the total loan portfolio at September 30, 2002. We continue to originate multi-family residential loans consistent with our historical involvement in such lending. Such loans totalled $2.88 billion or 47.4% of the total loan portfolio at September 30, 2002. Our warehouse mortgage lines of credit have continued to increase as well, totalling $486.4 million or 8.0% of the total loan portfolio at September 30, 2002. At the same time, both the dollar amount and the percentage of our single-family residential mortgage and cooperative apartment loans has declined in recent years. Single-family residential mortgage and cooperative apartment loans have decreased to 10.7% of our total loan portfolio at September 30, 2002. Market Area We have been, and intend to continue to be, a community-oriented financial institution providing financial services and loans for housing and commercial businesses within our market area. We oversee our 72 branch office network from our headquarters located in downtown Brooklyn. Through our wholly owned subsidiary, Independence Community Bank, we operate 18 branch offices in the borough of Brooklyn, another nine in the borough of Queens and 11 more branches dispersed among Manhattan, the Bronx, Staten Island and Nassau, Suffolk and Westchester Counties. As a result of the acquisitions of Broad National Bancorporation ("Broad"), Newark, New Jersey and Statewide Financial Corp. ("Statewide"), Jersey City, New Jersey during fiscal 2000, we also operate 34 branches in the northern New Jersey counties of Bergen, Essex, Hudson, Middlesex and Union. We currently expect to expand our branch network through the opening of approximately 10 branch locations, including approximately three in Manhattan, over the next twelve to eighteen months. Independence Community Bank gathers deposits primarily from the communities and neighborhoods in close proximity to its branches. Although Independence Community Bank lends throughout the New York City metropolitan area, the substantial majority of its real estate loans are secured by properties located in the boroughs of Brooklyn, Queens and Manhattan, Nassau County, Long Island, and the counties in northern and central New Jersey. Our customer base, like that of the urban neighborhoods which we serves, is racially and ethnically diverse and is comprised of mostly middle-income households and, to a lesser degree, low to moderate income households. We have sought to set ourselves apart from our many competitors by tailoring our products and services to meet the diverse needs of our customers, by emphasizing customer service and convenience and by being actively involved in community affairs in the neighborhoods and communities we serve. We believe that our commitment to customer and community service has permitted it to build strong customer identification and loyalty, which is a critical element of the Company's ability to continue to compete effectively. Over the past several years, despite the current economic slowdown, the New York City metropolitan area has benefitted from the economic resurgence and growth in employment and profitability experienced by national securities and investment banking firms, many of which are domiciled in Manhattan, as well as the growth and 1 profitability of other financial service companies. Historically, the New York City metropolitan area has also benefitted from being the corporate headquarters of many large industrial and commercial companies which have, in turn, attracted many smaller companies, particularly within the service industry. The metropolitan area also offers well developed transportation and communication systems and a highly skilled and educated work force. In spite of its size and diversity, the New York City metropolitan area economy is affected by the level of business activity and profitability within the securities and financial services industries. The events of September 11, 2001 and the resultant effect on the local economy has lead to uncertainty as to the impact, both long and short-term, on businesses and real estate values in lower Manhattan. Highly Competitive Industry and Geographic Area We face significant competition both in making loans and in attracting deposits. The New York City metropolitan area has a significant concentration of financial institutions, many of which are branches of significantly larger institutions which have greater financial resources than Independence Community Bank. In addition, the boroughs of Brooklyn and Queens, in which Independence Community Bank maintains its largest market presence, have experienced relatively stagnant population growth in recent periods. Such stagnant population growth also has been a factor in the increasing competition among financial institutions operating in Independence Community Bank's market area. It is also reflected in the low deposit growth experienced in Independence Community Bank's existing branch offices, with Independence Community Bank's deposit growth being primarily the result of acquisitions. Independence Community Bank's competition for loans comes principally from commercial banks, savings banks, savings and loan associations, credit unions, mortgage banking companies and insurance companies. Its most direct competition for deposits has historically come from commercial banks, savings banks, savings and loan associations and credit unions. Independence Community Bank faces additional competition for deposits from short-term money market funds, other corporate and government securities funds and from other financial institutions such as brokerage firms and insurance companies. Our Stock Value May Suffer from Anti-Takeover Provisions That May Impede Potential Takeovers Provisions in our corporate documents and in Delaware corporate law, as well as certain federal regulations, may make it difficult and expensive to pursue a tender offer, change in control or takeover attempt that our board of directors opposes. As a result, stockholders may not have an opportunity to participate in such a transaction, and the trading price of our stock may not rise to the level of other institutions that are more vulnerable to hostile takeovers. Anti-takeover provisions include: * limitation on the acquisition of more than 10% of the issued and outstanding shares of common stock; * limitations on voting rights; * the election of members of the board of directors to staggered three-year terms; * the absence of cumulative voting by stockholders in the election of directors; * provisions governing nominations of directors by stockholders; * provisions governing the submission of stockholder proposals; * provisions prohibiting the calling of special meetings of stockholders except by the board of directors; * our ability to issue preferred stock and additional shares of common stock without stockholder approval; 2 * super-majority voting provisions for the approval of certain business combinations; and * super-majority voting provisions to amend our corporate documents. These provisions also will make it more difficult for an outsider to remove our current board of directors or management and may discourage potential proxy contests and other potential takeover attempts. Higher Interest Rates Could Hurt Our Profitability Our ability to earn a profit depends primarily on our net interest income, which is the difference between the interest income we earn on our interest-earning assets, such as loans and investments, and the interest expense we pay on our interest-bearing liabilities, such as deposits and borrowings. Due primarily to the changing interest rate environment as well as the composition of our interest sensitive assets and liabilities, our interest rate spread (the difference between the average yield earned on our interest-earning assets and the average rate paid on our interest-bearing liabilities) increased to 4.06% and 4.09% for the three and nine months ended September 30, 2002, respectively, compared to 3.46% and 3.34% for the same periods in 2001. Our net interest margin (net interest income as a percentage of average interest-earning assets) was 4.21% and 4.25% for the three and nine months ended September 30, 2002, respectively, compared to 3.69% and 3.57% for the same periods in 2001. However, when compared to the quarter ended June 30, 2002, our net interest margin decreased from 4.35% for the three months ended June 30, 2002 to 4.21% for the three months ended September 30, 2002 reflecting the effects of the low interest rate environment currently existing. If there is an increasing interest rate environment, our interest rate spread and net interest margin could be compressed, which would have an adverse effect on our profitability. A sustained increase in market interest rates could adversely affect our earnings. Approximately 64% and 83% of our loans and securities available for sale, respectively, have fixed interest rates and our net interest income could be adversely affected when the rates we pay on deposits and borrowings are increasing more rapidly than the rates on our interest-earning assets. In addition, the market value of our fixed-rate assets could decline if interest rates increase. Our Allowance for Loan Losses may be Inadequate Independence Community Bank's allowance for loan losses may not be sufficient to cover the bank's actual loan losses and if Independence Community Bank is required to increase the allowance, our earnings may be reduced in the period in which the allowance is increased. Furthermore, the continued shifting of the composition of the loan portfolio to be more commercial bank-like by increasing our investment in commercial real estate and business loans, multi-family residential loans and mortgage warehouse lines of credit may increase the level of known and inherent losses in our loan portfolio, possibly requiring our allowance for loan losses to be increased, potentially reducing our earnings in the period the increase is effected. Restrictions on Paying Dividends Our ability to pay dividends to our stockholders depends to a large extent upon the dividends we receive from Independence Community Bank. Dividends paid by Independence Community Bank are subject to restrictions under various federal and state banking laws. In addition, Independence Community Bank must maintain certain capital levels, which may restrict the ability of the bank to pay dividends to us. Governmental Regulation We and Independence Community Bank are subject to extensive federal and state governmental supervision and regulation, which are intended primarily for the protection of depositors. In addition, we and Independence Community Bank are subject to changes in federal and state laws, as well as changes in regulations, 3 governmental policies and accounting principles. The effects of any such potential changes cannot be predicted but could adversely affect our business and operations in the future. FORWARD LOOKING STATEMENTS This prospectus and the documents we incorporate by reference contain forward-looking statements, which can be identified by the use of such words as "estimate," "project," "believe," "intend," "anticipate," "plan," "seek," "expect" and similar expressions. These forward-looking statements include: * statements of our goals, intentions and expectations; * statements regarding our prospects and business strategy; * statements regarding our asset quality and market risk; and * estimates of future costs, benefits and results. These forward-looking statements are subject to significant risks, assumptions and uncertainties, including, among other things, the following important factors that could affect the actual outcome of future events: * factors discussed under the caption "Risk Factors" beginning on page 1; * changes in demand for loans, deposits and other financial services in our market area; * changes in local real estate values; * changes in interest rates; * changes in general economic conditions; * changes in the monetary and fiscal policies of the U.S. Government; * legislative or regulatory changes that adversely affect our business; * changes in our asset quality; * changes in accounting policies and practices, as may be adopted by the bank regulatory agencies and the Financial Accounting Standards Board; * changes in our organization, compensation and benefit plans; and * war or terrorist activities. Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements. The foregoing factors are not intended to represent a complete list of the various factors that may affect us. We have no obligation to update or revise any forward-looking statements to reflect any changed assumptions, any unanticipated events or any changes in the future. 4 OUR BUSINESS Independence Community Bank Corp. is a Delaware corporation organized in June 1997 by Independence Community for the purpose of becoming the parent savings and loan holding company of Independence Community Bank. Independence Community Bank's reorganization to the stock form of organization and the concurrent offer and sale of the our common stock was completed in March 1998. Our primary assets are the capital stock of Independence Community Bank, dividends receivable from Independence Community Bank, certain cash and cash equivalents and securities available-for-sale. Our business as well as our management consist primarily of the business and management of Independence Community Bank. We neither own nor lease any property, but instead uses the premises and equipment of Independence Community Bank. At the present time, we do not intend to employ any persons other than officers of Independence Community Bank and will continue to utilize the support staff of Independence Community Bank from time to time. Additional employees may be hired as appropriate to the extent we expand or change our business in the future. Our executive office is located at 195 Montague Street, Brooklyn, New York 11201 and our telephone number is (718) 722-5300. Independence Community Bank's principal business is gathering deposits from customers within its market area and investing those deposits along with borrowed funds primarily in multi-family residential mortgage loans, commercial real estate loans, commercial business loans, lines of credit to mortgage bankers, single-family residential loans (including cooperative apartment loans), consumer loans, mortgage-related securities, investment securities and interest-bearing bank balances. Independence Community Bank's revenues are derived principally from interest on its loan and securities portfolios while its primary sources of funds are deposits, Federal Home Loan Bank of New York borrowings, loan amortization and prepayments and maturities of mortgage-related securities and investment securities. Independence Community Bank offers a variety of loan and deposit products to its customers. Independence Community Bank also makes available other financial instruments, such as annuity products and mutual funds, through arrangements with a third party. Independence Community Bank has continued to broaden its banking strategy by emphasizing commercial bank-like products, primarily commercial real estate and business loans, mortgage warehouse lines of credit and commercial deposits. This strategy focuses on increasing net interest income and fee based revenue while concurrently diversifying Independence Community Bank's customer base. At September 30, 2002, we had consolidated assets of $8.06 billion and consolidated stockholders' equity of $919.0 million. Independence Community Bank currently operates 72 full service 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. Independence Community Bank has three key business divisions: Commercial Real Estate Lending, Consumer Banking and Business Banking. USE OF PROCEEDS We will not receive any proceeds from the sale of our common stock by the selling stockholder. The selling stockholder will pay all selling expenses, including without limitation, any underwriting discounts, selling commissions and brokers' fees, incurred in connection with the sale or other disposition of the shares covered by this prospectus. We will bear all costs and expenses incurred in effecting the registration of the shares covered by this prospectus, including without limitation, all registration and filing fees, printing expenses, fees and disbursements of our counsel and our independent public accountants, fees and expenses (including counsel fees)incurred in connection with complying with state securities laws, transfer taxes, fees for transfer agents and registrars, and the Nasdaq National Market listing fees and related expenses. SELLING STOCKHOLDER We own membership interests of the selling stockholder, a Delaware- chartered limited liability company. In connection with the acquisition of additional membership interests, the 520,716 shares of common stock being offered hereby were issued to the selling stockholder. We agreed to register such shares for resale. 5 The table below presents the following information: (1) the number of shares of common stock beneficially owned by the selling stockholder as of October 31, 2002; (2) the number of shares that the selling stockholder is offering under this prospectus, and (3) the number of shares that the selling stockholder will beneficially own after the completion of this offering, assuming that the selling stockholder does not acquire any other shares of our common stock subsequent to October 31, 2002. The number of shares shown as being beneficially owned by the selling stockholder after the offering assumes that the selling stockholder has sold all the shares of our common stock which may be sold pursuant to this prospectus. The number of shares beneficially owned by the selling stockholder is determined as of the date of this prospectus in accordance with Rule 13d-3 of the Securities Exchange Act, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under this rule, beneficial ownership includes any shares as to which the selling stockholder has sole or shared voting power or investment power and also any shares which the selling stockholder has the right to acquire within 60 days of the date of this prospectus through the exercise of any stock option, warrant or other right. The selling stockholder has sole voting and investment power with respect to the shares shown as beneficially owned. Shares of Common Shares of Stock Common Stock Beneficially Shares of Common Beneficially owned as of Stock Being Owned After Selling Stockholder October 31, 2002 Offered the Offering ------------------- ---------------- ---------------- ------------ Meridian Capital Group, LLC 545,716 520,716 25,000* 4510 Sixteenth Avenue Brooklyn, New York 11204 ________________________ * Amounts to less than 1% of the issued and outstanding shares of our common stock. PLAN OF DISTRIBUTION Manner of Sales; Broker-Dealer Compensation The selling stockholder, or any successors in interest to the selling stockholder, may sell any shares of our common stock that it acquired pursuant to the Operating Agreement between us and Meridian Capital Funding Inc. The sale of our common stock may be effected in one or more of the following methods: * ordinary brokers' transactions; * transactions involving cross or block trades or otherwise on the Nasdaq National Market; * purchases by brokers, dealers or underwriters as principal and resale by these purchasers for their own accounts pursuant to this prospectus; * "at the market" to or through market makers or into an existing market for our common stock; * in other ways not involving market makers or established trading markets, including direct sales to purchasers or sales effected through agents; * through transactions in options, swaps or other derivatives (whether exchange-listed or otherwise); 6 * in privately negotiated transactions; * to cover short sales, except to the extent that they are restricted contractually from doing so; or * any combination of the foregoing. The selling stockholder also may sell its shares in reliance upon Rule 144 under the Securities Act of 1933 at such times as it is eligible to do so. We have been advised by the selling stockholder that it has not made any arrangements for the distribution of the shares of common stock. Brokers, dealers or underwriters who effect sales for the selling stockholder may arrange for other brokers, dealers or underwriters to participate. Brokers, dealers or underwriters engaged by the selling stockholder will receive commissions or discounts from it in amounts to be negotiated prior to the sale. These brokers, dealers or underwriters may act as agent or as principals. From time to time, the selling stockholder may pledge, hypothecate or grant a security interest in some or all of the shares of common stock acquired by it, and the pledgees, secured parties or persons to whom these securities have been pledged shall, upon foreclosure in the event of default, be considered a selling stockholder hereunder. In addition, the selling stockholder may, from time to time, sell short our common stock. In these instances, this prospectus may be delivered in connection with these short sales. From time to time, the selling stockholder may transfer, pledge, donate or assign shares of our common stock that it acquired to lenders or others and each of these persons will be considered a selling stockholder for purposes of this prospectus. The number of shares of our common stock beneficially owned by the selling stockholder will decrease as and when it transfers, pledges, donates or assigns shares of our common stock. The plan of distribution for our common stock by the selling stockholder set forth herein will otherwise remain unchanged, except that the transferees, pledgees, donees or other successors will be considered a selling stockholder hereunder. The selling stockholder may enter into hedging transactions with broker-dealers and the broker-dealers may engage in short sales of our common stock in the course of hedging the positions they assume with the selling stockholder, including in connection with distributions of our common stock by these broker-dealers. The selling stockholder may also enter into option or other transactions with broker-dealers that involve the delivery of our common stock to the broker-dealers, who may then resell or otherwise transfer these shares. The selling stockholder also may loan or pledge our common stock to a broker-dealer and the broker-dealer may sell our common stock so loaned or upon a default may sell or otherwise transfer the pledged common stock. Filing of a Post-Effective Amendment In Certain Instances If the selling stockholder notifies us that it has entered into a material arrangement (other than a customary brokerage account agreement) with a broker or dealer for the sale of shares of common stock under this prospectus through a block trade, purchase by a broker or dealer or similar transaction, we will file a post-effective amendment to the registration statement under the Securities Act of 1933. The post-effective amendment will disclose: * The name of each broker-dealer involved in the transaction. * The number of shares of common stock involved. * The price at which those shares of common stock were sold. 7 * The commissions paid or discounts or concessions allowed to the broker-dealer(s). * If applicable, that these broker-dealer(s) did not conduct any investigation to verify the information contained or incorporated by reference in this prospectus, as supplemented. * Any other facts material to the transaction. Certain Persons May Be Deemed to Be Underwriters Any broker-dealers who execute sales for the selling stockholder may be deemed to be "underwriters" within the meaning of the Securities Act of 1933 because of the number of shares of common stock to be sold or resold by these persons or entities or the manner of sale of these shares, or both. If any broker-dealer or other holders were determined to be underwriters, any discounts, concessions or commissions received by them or by brokers or dealers acting on their behalf and any profits received by them on the resale of their shares of common stock might be deemed to be underwriting discounts and commissions under the Securities Act of 1933. Regulation M We have informed the selling stockholder that Regulation M promulgated under the Securities Exchange Act of 1934 may be applicable to them with respect to any purchase or sale of our common stock. In general, Rule 102 under Regulation M prohibits any person connected with a distribution of our common stock from directly or indirectly bidding for, or purchasing for any account in which it has a beneficial interest, any of our common stock or any right to purchase our common stock, for a period of one business day before and after completion of its participation in the distribution. During any distribution period, Regulation M prohibits the selling stockholder and any other persons engaged in the distribution from engaging in any stabilizing bid or purchasing our common stock except for the purpose of preventing or retarding a decline in the open market price of our common stock. None of these persons may effect any stabilizing transaction to facilitate any offering at the market. As the selling stockholder will be re-offering and reselling our common stock at the market, Regulation M will prohibit them from effecting any stabilizing transaction in contravention of Regulation M with respect to our common stock. Other Matters We have agreed to pay all of the expenses incident to the registration, offering and sale of our common stock by the selling stockholder to the public other than commissions or discounts of underwriters, broker-dealers or agents. This offering will terminate on the date on which all shares offered hereby have been sold by the selling stockholder. LEGAL MATTERS Elias, Matz, Tiernan & Herrick L.L.P., Washington, D.C., will give its opinion on the validity of the common stock. EXPERTS The consolidated financial statements of Independence Community Bank Corp. as of December 31, 2001 and March 31, 2001, and for the nine months ended December 31, 2001 for each of the years in the two-year period ended March 31, 2001 have been incorporated by reference herein and in the registration statement in reliance 8 upon the report of Ernst & Young LLP, independent auditors, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. WHERE YOU CAN FIND MORE INFORMATION We are a public company and file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy any document we file at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You can request copies of these documents by writing to the SEC and paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for more information about the operation of the public reference room. Our SEC filings are also available to the public at the SEC's web site at http://www.sec.gov. In addition, our stock is listed for trading on the Nasdaq National Market. You can read and copy reports and other information concerning us at the offices of the National Association of Securities Dealers, Inc. located at 1735 K Street, Washington, D.C. 20006. This prospectus is only part of a Registration Statement on Form S-3 that we have filed with the SEC under the Securities Act of 1933, and therefore omits certain information contained in the Registration Statement. We have also filed exhibits and schedules with the Registration Statement that are excluded from this prospectus, and you should refer to the applicable exhibit or schedule for a complete description of any statement referring to any contract or other document. You may: * inspect a copy of the Registration Statement, including the exhibits and schedules, without charge at the public reference room, * obtain a copy from the SEC upon payment of the fees prescribed by the SEC, or * obtain a copy from the SEC web site. INCORPORATION OF DOCUMENTS BY REFERENCE The SEC allows us to "incorporate by reference" the information we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus and information we file later with the Securities and Exchange Commission will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings made with the Securities and Exchange Commission under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934. The documents we are incorporating by reference as of their respective dates of filing are: * Annual Report on Form 10-K for the nine months ended December 31, 2001, filed on March 28, 2002; * Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, filed on August 13, 2002; * Current Report on Form 8-K for the August 12, 2002 event, filed on August 13, 2002; and * The description of the common stock contained in our Registration Statement on Form 8-A filed on October 17, 1997. You may request, orally or in writing, a copy of these documents, which will be provided to you at no cost, by contacting Independence Community Bank Corp., 195 Montague Street, Brooklyn, New York 11201, Attention: John K. Schnock, Secretary (718) 722-5300. 9 To the extent that any statements contained in a document incorporated by reference are modified or superceded by any statements contained in this prospectus, such statements shall not be deemed incorporated in this prospectus except as so modified or superceded. All documents subsequently filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 and prior to the termination of this offering are incorporated by reference and become a part of this prospectus from the date such documents are filed. Any statement contained in this prospectus or in a document incorporated by reference is modified or superceded for purposes of this prospectus to the extent that a statement contained in any subsequent filed document modifies or supercedes such statement. 10 You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information that is different. If the laws of your state or other jurisdiction prohibit us from offering our common stock to you, then this prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of our common stock. Neither the delivery of this prospectus nor any sale hereunder shall imply that there has been no change in our affairs since any of the dates as of which information is furnished herein or since the date hereof. Our Table of Contents is located on the inside of the front cover page of this document. INDEPENDENCE COMMUNITY BANK CORP. 520,716 Shares For Sale COMMON STOCK ______ Prospectus ______ October __, 2002 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. The following is an itemized statement of the estimated amounts of all expenses payable by us in connection with the registration of the shares offered herein: SEC registration fee . . . . . . . . . . . . . . . . . . . . . . $ 1,200 Nasdaq listing fees. . . . . . . . . . . . . . . . . . . . . . . 5,207 Legal fees and expenses. . . . . . . . . . . . . . . . . . . . . 10,000 Accounting fees and expenses . . . . . . . . . . . . . . . . . . 6,500 Miscellaneous expenses . . . . . . . . . . . . . . . . . . . . . 2,093 -------- Total . . . . . . . . . . . . . . . . . . . . . . . . . . $25,000 ======== Item 15. Indemnification of Directors and Officers. In accordance with the General Corporation law of the State of Delaware, Articles 9 and 10 of the Registrant's Certification of Incorporation and Article VI of the Registrant's Bylaws provide as follows: Article 9 of Certification of Incorporation Liability of Directors and Officers. The personal liability of the directors and officers of the Corporation for monetary damages shall be eliminated to the fullest extent permitted by the General Corporation Law of the State of Delaware as it exists on the effective date of this Certificate of Incorporation or as such law may be thereafter in effect. No amendment, modification or repeal of this Article 9 shall adversely affect the rights provided hereby with respect to any claim, issue or matter in any proceeding that is based in any respect on any alleged action or failure to act prior to such amendment, modification or repeal. Article 10 of Certificate of Incorporation Indemnification. The Corporation shall indemnify its directors, officers, employees, agents and former directors, officers, employees and agents, and any other persons serving at the request of the Corporation as a director, officer, employee or agent of another corporation, association, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees, judgments, fines and amounts paid in settlement) incurred in connection with any pending or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative, with respect to which such director, officer, employee, agent or other person is a party, or is threatened to be made a party, to the full extent permitted by the General Corporation Law of the State of Delaware, provided, however, that the Corporation shall not be liable for any amounts which may be due to any person in connection with a settlement of any action, suit or proceeding effected without its prior written II-1 consent or any action, suit or proceeding initiated by any person seeking indemnification hereunder without its prior written consent. The indemnification provided herein (i) shall not be deemed exclusive of any other right to which any person seeking indemnification may be entitled under any bylaw, agreement or vote of shareholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in any other capacity, and (ii) shall inure to the benefit of the heirs, executors and administrators of any such person. The Corporation shall have the power, but shall not be obligated, to purchase and maintain insurance on behalf of any person or persons enumerated above against any liability asserted against or incurred by them or any of them arising out of their status as corporate directors, officers, employees, or agents whether or not the Corporation would have the power to indemnify them against such liability under the provisions of this Article 10. Article VI of Bylaws - Indemnification, etc. of Directors, Officers and Employees 6.1 Indemnification. The Corporation shall provide indemnification to its directors, officers, employees, agents and former directors, officers, employees and agents and to others in accordance with the Corporation's Certificate of Incorporation. 6.2 Advancement of Expenses. Reasonable expenses (including attorneys' fees) incurred by a director, officer or employee of the Corporation in defending any civil, criminal, administrative or investigative action, suit or proceeding described in Section 6.1 may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors only upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that the person is not entitled to be indemnified by the Corporation. 6.3 Other Rights and Remedies. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Corporation's Certificate of Incorporation, any agreement, vote of stockholders or disinterested directors or otherwise, both as to actions in their official capacity and as to actions in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer or employee and shall inure to the benefit of the heirs, executors and administrators of such person. 6.4 Insurance. Upon resolution passed by the Board of Directors, the Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer of employee of the Corporation, or is or was serving at the request of the corporation as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him or incurred by him in any such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of its Certificate of Incorporation or this Article VI. 6.5 Modification. The duties of the Corporation to indemnify and to advance expenses to a director, officer or employee provided in this Article VI shall be in the nature of a contract between the Corporation and each such person, and no amendment or repeal of any provision of this Article VI shall alter, to the detriment of such person, the right of such person to the advance of expenses or indemnification related to a claim based on an act or failure to act which took place prior to such amendment or repeal. Item 16. Exhibits. The exhibits and financial statement schedules filed as a part of this Registration Statement are as follows: 3.1 Certificate of Incorporation of Independence Community Bank Corp.(1) 3.2 Bylaws, as amended, of Independence Community Bank Corp.(2) 4.0 Form of Stock Certificate of Independence Community Bank Corp.(1) 5.0 Opinion of Elias, Matz, Tiernan & Herrick L.L.P. re: legality 23.1 Consent of Elias, Matz, Tiernan & Herrick L.L.P. (included in Exhibit 5.0) II-2 23.2 Consent of Ernst & Young LLP (independent auditors for Independence Community Bank Corp.) 24.1 Power of Attorney (included in Signature Page of this Registration Statement) ___________ (1) Incorporated by reference from the Registrant's Registration Statement on Form S-1 (333-30757) filed on July 3, 1997. (2) Incorporated by reference from the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 2001 filed on June 22, 2001. Item 22. Undertakings. The undersigned Registrant hereby undertakes: (A) (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any Prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the Prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of the securities offered would not exceed that which was registered) and any deviation from the low or high and the estimated maximum offering range may be reflected in the form of Prospectus filed with the Commission pursuant to Rule 424 (b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; Provided, however, that paragraphs (a) (1) (i) and (a) (1) (ii) do not apply if the information required to be included in a post- effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (B) For purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934 (and each filing of an employee benefit plan's annual report pursuant to Section 15 (d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-3 (C) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Form S-3 Registration Statement to be signed on its behalf by the undersigned, hereunto duly authorized, in the State of New York on October 31, 2002. INDEPENDENCE COMMUNITY BANK CORP. By: /s/ Alan H. Fishman -------------------------------- Alan H. Fishman President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below hereby makes, constitutes and appoints Alan H. Fishman and John B. Zurell, and each of them severally, his true and lawful attorney, with full power to sign for each person and in such person's name and capacity indicated below, and with full power of substitution, any and all amendments to this Registration Statement, hereby ratifying and confirming such person's signature as it may be signed by said attorney to any and all amendments. Name Title Date ------------------------- ----------------------------- ---------------- /s/ Alan H. Fishman President and Chief Executive October 31, 2002 ------------------------- Officer (principal executive Alan H. Fishman officer) /s/ Charles J. Hamm Chairman of the Board October 31, 2002 ------------------------- Charles J. Hamm /s/ John B. Zurell Executive Vice President October 31, 2002 ------------------------- Chief Financial Officer John B. Zurell (principal financial officer) /s/ Willard N. Archie Director October 31, 2002 ------------------------- Willard N. Archie /s/ Robert D. Catell Director October 31, 2002 ------------------------- Robert D. Catell /s/ Rohit M. Desai Director October 31, 2002 ------------------------- Rohit M. Desai /s/ Chaim Y. Edelstein Director October 31, 2002 ------------------------- Chaim Y. Edelstein /s/ Donald H. Elliott Director October 31, 2002 ------------------------- Donald H. Elliott II-5 Name Title Date ------------------------- ----------------------------- ---------------- /s/ Robert W. Gelfman Director October 31, 2002 ------------------------- Robert W. Gelfman /s/ Scott M. Hand Director October 31, 2002 ------------------------- Scott M. Hand /s/ Donald M. Karp Director October 31, 2002 ------------------------- Donald M. Karp /s/ Donald E. Kolowsky Director October 31, 2002 ------------------------- Donald E. Kolowsky /s/ Janine Luke Director October 31, 2002 ------------------------- Janine Luke /s/ Malcolm MacKay Director October 31, 2002 ------------------------- Malcolm MacKay /s/ Joseph S. Morgano Director October 31, 2002 ------------------------- Joseph S. Morgano /s/ Maria Fiorini Ramirez Director October 31, 2002 ------------------------- Maria Fiorini Ramirez /s/ Wesley D. Ratcliff Director October 31, 2002 ------------------------- Wesley D. Ratcliff /s/ Victor M. Richel Director October 31, 2002 ------------------------- Victor M. Richel II-6