Independence Community Bank (NASDAQ:ICBC)
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First graph, second sentence should read: These actions
by Relational are designed to ensure that fundamental principles of
corporate democracy are observed and that the interests of all the
Sovereign shareholders are respected and protected (sted: These
actions by Sovereign are designed to endure...).
The corrected release reads:
RELATIONAL ANNOUNCES ACTIONS TO ENSURE PROTECTION OF ALL SOVEREIGN
SHAREHOLDERS
Relational Investors LLC today announced that it would take the
following actions in view of the extraordinary efforts by Sovereign
Bancorp, Inc. (NYSE:SOV) to delay its annual shareholders meeting by
over four months to an indeterminate date, and the resultant confusion
regarding the deadline for submitting shareholder resolutions and
director nominations. These actions by Relational are designed to
ensure that fundamental principles of corporate democracy are observed
and that the interests of all the Sovereign shareholders are respected
and protected.
First, Relational will proceed with its proposal to elect two
directors, Ralph Whitworth and David Batchelder, to replace the two
incumbent Sovereign directors, Cameron Troilo and Brian Hard, whose
terms expire in 2006.
Second, Relational will seek shareholder support to remove Jay
Sidhu as a director of Sovereign. Relational believes that
shareholders are entitled to remove Mr. Sidhu (and any other director)
without cause based upon Sovereign's own repeated public disclosures
and the requirements of Pennsylvania law.
Third, Relational will seek the assistance of the court in forcing
Sovereign to provide shareholders with sufficient notice and time to
make proposals and director nominations.
Relational reserves its right to seek to remove the entire
Sovereign board of directors at the annual meeting once Sovereign
establishes the date of the annual meeting, the nomination deadline
and following the appropriate regulatory reviews. Relational also
reserves the right to take any such other actions as may be
appropriate at the time.
Ralph Whitworth, Principal of Relational, said, "Sovereign's
manipulation of the shareholder franchise has made it impossible to
ensure that we will achieve any necessary rulings from the Office of
Thrift Supervision ("OTS") regarding the removal of the entire board
of directors. We had contemplated this gambit by Sovereign. To avoid
the risk of missing Sovereign's January 20, 2006 director nomination
deadline, we have implemented this definitive plan to ensure that
Sovereign shareholders have truly independent representation on the
Sovereign Board of Directors." In the event that the OTS were to
conclude that the removal of Mr. Sidhu triggered its control
regulations, Relational would not exercise its proxies for his
removal.
About Relational Investors
Relational Investors LLC is a registered investment advisor and
asset management firm located in San Diego, California managing $6.1
billion. Additional information about Relational is available on their
website at www.rillc.com.
Further Information About Relational's SEC Filings
On October 20, 2005, Relational, together with a number of
affiliated persons and entities that may be deemed "participants" for
purposes of the solicitation rules of the Securities and Exchange
Commission ("SEC"), filed a preliminary proxy statement on Schedule
14A with the SEC relating to a possible solicitation of proxies from
the shareholders of Sovereign Bancorp, Inc. ("Sovereign") in
connection with Relational's nomination of Ralph Whitworth and David
Batchelder for election to Sovereign's board of directors at
Sovereign's 2006 Annual Meeting of shareholders. On December 13, 2005,
Relational filed with the SEC a revised preliminary proxy statement.
Relational will prepare and file with the SEC a definitive proxy
statement relating to their nomination of Messrs. Whitworth and
Batchelder and may file other proxy solicitation materials. RELATIONAL
ANTICIPATES THAT IT WILL FURTHER REVISE AND FILE THE PRELIMINARY PROXY
STATEMENT AND SHAREHOLDERS ARE URGED TO READ THE PRELIMINARY PROXY
STATEMENT AS REVISED (AND THE DEFINITIVE PROXY STATEMENT, WHEN IT
BECOMES AVAILABLE) BECAUSE IT CONTAINS IMPORTANT INFORMATION REGARDING
RELATIONAL'S NOMINATION OF MESSRS. WHITWORTH AND BATCHELDER FOR
ELECTION AS DIRECTORS. The preliminary proxy statement is, and the
revised preliminary proxy statement and the definitive proxy statement
(when they become available) will be, available for free at
www.sec.gov, along with any other relevant documents. You may also
obtain a free copy of the preliminary proxy statement, or the
definitive proxy statement (when it becomes available), by contacting
Maudie Holland of Relational at (858) 704-3321, or by sending an email
to maudie@rillc.com. Information regarding the names, affiliation, and
interests of persons who may be deemed to be participants in our
solicitation of proxies of Sovereign's shareholders is available in
the preliminary proxy statement filed with the SEC on October 20, 2005
and the revised preliminary proxy statement filed on December 13,
2005.