Independence Community Bank Corp.
Ticker:ICBC 195 Montague Street
Exchange:NASDAQ-National Market Brooklyn, NY 11201
Industry:Financial (SIC Code 6036) (718) 722-5300

Offering Information
Type of Shares:Common Shares Filing Date:7/3/97
U.S. Shares:76,044,000 Offer Date:3/17/98
Non-U.S. Shares:0 Filing Price:$10.00
Primary Shares:76,044,000 Offer Price:$10.00
Secondary Shares:0 Gross Spread:$0.00
Offering Amount: $760,440,000 Selling:$0.00
Expenses:$5,000,000 Reallowance:$0.00
Shares Out After: -

Primary Underwriting Group
ManagerTierPhone
Sandler O'Neill & Partners. L.P.Lead Manager (212) 466-7737

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Elias, Matz, Tiernan & Herrick
Bank's Law Firm: Muldoon, Murphy & Faucette
Auditor: Ernst & Young

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
3/31/97 3/31/97
Revenue:$261.56Assets:$3,733.32
Net Income:$17.18Curr Assets:
EPS:Liabilities:$3,424.20
Prior EPS:Curr Liabilities:
Cash Flow/Oper:-$135.93Equity:$309.11
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is a New York-chartered savings bank that has been in operation since 1850. In April 1992, the Bank reorganized into the mutual holding company form of organization pursuant to which the Bank became a wholly-owned stock savings bank subsidiary of the Mutual Holding Company. At March 31, 1997, the Bank had total assets of $3.73 billion, total liabilities of $3.42 billion, including $3.33 billion of deposits, and total equity of $309.1 million. The Bank reported net income of $17.2 million, $36.0 million and $34.9 million during the years ended March 31, 1997, 1996 and 1995, respectively. The Bank is subject to regulation by the Department, as its chartering authority, and by the FDIC as its primary federal banking regulator and as insurer of the Bank's deposits up to applicable limits. Headquartered in Brooklyn, New York, the Bank maintains 33 full service offices located within the greater New York City metropolitan area of which 27 are located in the boroughs of Brooklyn and Queens with the remaining offices located in Manhattan, the Bronx, Staten Island and Nassau County. The Bank's customer base, like the urban neighborhoods which it serves, is racially and ethnically diverse and is comprised of mostly middle-income households and to a lesser degree, low to moderate income households. The Bank has sought to set itself apart from its many competitors by tailoring its products and services to meet the needs of its customers, by emphasizing customer service and convenience and by being actively involved in community affairs in the neighborhoods and communities which it serves.

Competition
The Bank faces 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 the Bank. In addition, the boroughs of Brooklyn and Queens, in which the Bank maintains its primary 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 the Bank's market area. The 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. The 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. In addition, the Bank may face additional competition from commercial banks headquartered outside of the State ofNew York as a result of the enactment of the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994, which became fully effective on June 1, 1997 and which generally allows banks and bank holding companies headquartered outside of New York to enter the Bank's market through acquisition, merger or de novo branching.

Use of Proceeds
The proceeds from the proposed offering will be used for general corporate purposes.

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