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DIME BANCORP, INC.
589 FIFTH AVENUE
NEW YORK, NEW YORK 10017
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 14, 2000
The Annual Meeting of Stockholders of Dime Bancorp, Inc. will be held at
Chelsea Piers, Pier 60, 23rd Street and Hudson River, New York, New York, on
July 14, 2000 at 10:00 a.m. for the purpose of electing five directors, as set
forth in the proxy statement accompanying this Notice, and to transact such
other business as may properly come before the annual meeting and any
adjournments.
The Board of Directors has fixed the close of business on May 18, 2000 as
the record date for the determination of stockholders who are entitled to notice
of, and to vote at, the annual meeting. A complete list of the stockholders
entitled to vote at the annual meeting shall be open to inspection by any
stockholder, for any lawful purpose germane to such meeting, at any time during
usual business hours for a period of ten days prior to such meeting at the
offices of Dime located at 589 Fifth Avenue, Second Floor, Investor Relations
Department, New York, New York 10017 (telephone 212-326-6170).
A copy of Dime's Annual Report on Form 10-K for the year ended
December 31, 1999 was previously sent to Dime stockholders on or about
March 30, 2000.
New York, New York By order of the Board of Directors,
June 12, 2000 Gene C. Brooks
Secretary
YOUR VOTE IS IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU
OWN. WE ENCOURAGE YOU TO VOTE BY PROXY SO THAT YOUR SHARES WILL BE
REPRESENTED AND VOTED AT THE MEETING EVEN IF YOU CANNOT ATTEND. OF COURSE,
YOU MAY VOTE IN PERSON AT THE MEETING IF YOU SO CHOOSE.
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DIME BANCORP, INC.
589 FIFTH AVENUE
NEW YORK, NEW YORK 10017
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PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 14, 2000
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This proxy statement and the accompanying proxy card are being mailed to
stockholders of Dime Bancorp, Inc. commencing on or about June 12, 2000 in
connection with the solicitation by Dime's Board of Directors of proxies to be
used at the annual meeting of stockholders to be held at Chelsea Piers, Pier 60,
23rd Street and Hudson River, New York, New York, at 10:00 a.m. on July 14,
2000.
All properly executed proxies that are delivered pursuant to this proxy
statement will be voted on all matters that properly come before the annual
meeting for a vote. If your signed proxy card specifies instructions with
respect to the matters being voted upon, your shares will be voted in accordance
with your instructions. If no instructions are specified on your signed proxy
card, your shares will be voted FOR the election of the directors and in the
discretion of the proxy holders as to any other matters that may properly come
before the annual meeting. Your proxy may be revoked at any time prior to being
voted by: (i) filing with the Secretary of Dime (Gene C. Brooks, at 589 Fifth
Avenue, New York, New York 10017) written notice of such revocation, (ii)
submitting a duly executed proxy card bearing a later date, or (iii) attending
the annual meeting and giving the Secretary notice of your intention to vote in
person.
WHETHER OR NOT YOU ATTEND THE ANNUAL MEETING, YOUR VOTE IS IMPORTANT.
ACCORDINGLY, REGARDLESS OF THE NUMBER OF SHARES YOU OWN, YOU ARE ASKED TO VOTE
PROMPTLY BY SIGNING AND RETURNING THE ACCOMPANYING PROXY CARD.
Shares can be voted at the annual meeting only if you are represented by
proxy or are present in person.
VOTING STOCK AND VOTE REQUIRED
The Board of Directors has fixed the close of business on May 18, 2000 as
the record date for the determination of stockholders who are entitled to notice
of, and to vote at, the annual meeting. On the record date, there were
111,724,928 shares of Dime common stock outstanding. Each stockholder of record
on the record date is entitled to one vote for each share held. Information with
respect to the beneficial ownership of Dime common stock by the directors and
executive officers of Dime and certain other persons is set forth under the
caption "Stock Ownership of Management and Certain Beneficial Owners."
Under the existing policy adopted by Dime, voting will not be confidential.
Approval of the election of directors requires the affirmative vote of a
majority of the shares of Dime common stock that has voting power present, in
person or by proxy, at the annual meeting. Abstentions and broker non-votes will
be counted as being present at the annual meeting and will have the same effect
as votes against each of the proposals.
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BACKGROUND TO THE ANNUAL MEETING
AND NORTH FORK'S HOSTILE OFFER
DIME-HUDSON MERGER
On September 15, 1999, we entered into a merger agreement with Hudson
United Bancorp.
On March 5, 2000, ten days before the special meeting of Dime stockholders
that had been scheduled to consider the Dime-Hudson merger, North Fork
Bancorporation, Inc. announced that it intended to bust-up the merger and make a
hostile tender offer for your Dime common stock. Your Board of Directors
considered the proposed hostile bid, recommended that Dime stockholders not
tender their shares to North Fork and delayed the special meeting in order to
allow for the dissemination of additional information.
On March 15, 2000, North Fork formally began its hostile tender offer. On
March 19, 2000, your Board of Directors met to consider again North Fork's offer
in light of the materials North Fork had released. After careful consideration,
the Board determined that North Fork's offer is inadequate and not in the best
interests of Dime and its stockholders and recommended that you reject North
Fork's offer by not tendering your shares. On that same date, your Board delayed
the special meeting again in order to allow stockholders time to consider all
the information being disseminated.
On April 28, 2000, we and Hudson announced our decision to terminate the
merger agreement, and we cancelled the special meeting.
CONSIDERATION OF STRATEGIC OPTIONS
On April 28, 2000, we also announced that your Board of Directors and
management, together with their financial and legal advisors, would begin a
comprehensive exploration of all strategic options in order to realize the full
value of our franchise. These options could include a strategic transaction,
such as a tender offer, merger, reorganization, asset sale or transfer or other
similar transaction.
On May 2, 2000, North Fork contacted us seeking to arrange a meeting of
financial advisors to discuss North Fork's offer. We responded that it would be
premature to consider a meeting until we had completed the exploration of
strategic options.
On May 24, 2000, we announced that we believed that SEC regulations
required us to disclose that we are in the preliminary stages of negotiations
with parties concerning the possibility of a strategic transaction and have
begun to enter into confidentiality and standstill agreements. We also announced
that, in the opinion of your Board, the disclosure of the terms of possible
strategic transactions or of the identities of possible parties would jeopardize
continuation of these negotiations. Accordingly, we may not make any further
disclosure in this regard until required by SEC regulations or other applicable
laws.
Dime cannot assure that its exploration of strategic options will result in
a strategic transaction that is recommended by its Board of Directors or that
any recommended transaction will be consummated.
Your Board of Directors and management are acting to advance your interests
as stockholders and need your support. Therefore, we are asking for your vote
for our director nominees to show your support for the process we have set in
motion and ensure the Board's ability to see it through, with a minimum of
disruption, to a satisfactory conclusion.
TIMING OF THE ANNUAL MEETING
We typically hold our annual meeting of stockholders at the end of April of
each year. The Board decided earlier in the year to hold the annual meeting
after the closing of the proposed merger with Hudson. Having the annual meeting
after the closing of the merger would have provided all of the stockholders of
the surviving corporation with the opportunity to vote. As discussed above,
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North Fork's hostilities have in effect led to a substantial delay of Dime's
annual meeting relative to its historic schedule.
POTENTIAL SOLICITATION BY NORTH FORK
North Fork has announced that it intends to solicit proxies from Dime
stockholders to withhold authority with respect to Dime's director nominees at
the annual meeting. Even if North Fork goes forward with its proxy solicitation
and obtains a substantial number of proxies, Dime's director nominees will
continue to serve as directors. Therefore, we believe North Fork's solicitation
does not warrant further comment at this time, and it in no way affects the
recommendation of your Board regarding these nominees.
MORE INFORMATION REGARDING NORTH FORK'S HOSTILE TENDER OFFER
On March 20, 2000, we sent each stockholder a document that discussed in
detail the reasons for your Board's determination that North Fork's hostile
tender offer is inadequate and not in the best interests of Dime and its
stockholders, the actions the Board was taking in response to North Fork's
hostile tender offer and other information stockholders should know to evaluate
North Fork's unsolicited offer.
This document was filed with the SEC as part of a "Schedule 14D-9," and
since the original filing, Dime has amended the Schedule 14D-9 several times to
update it. Any stockholder interested in further information regarding North
Fork's hostile tender offer is urged to read the Schedule 14D-9 and the
amendments and exhibits to it because they contain important information.
You can obtain a free copy of the Schedule 14D-9 and the amendments and
exhibits to it at the SEC's Internet web site at www.sec.gov. They may also be
obtained for free from us by calling our representative, Innisfree M&A
Incorporated, at 1-888-750-5834. Dime also may make available some information,
such as press releases or other documents, relating to North Fork's hostile
tender offer on the Internet at www.dime.com.
ELECTION OF DIRECTORS
The Board of Directors currently consists of 17 members, each of whom also
serves as a director of Dime Bancorp's wholly owned subsidiary, The Dime Savings
Bank of New York, FSB. (As used in this proxy statement, the term "Dime" refers,
as appropriate, to Dime Bancorp, Dime Savings, and their subsidiaries,
collectively, to Dime Bancorp, individually, or to Dime Savings, individually.)
Dime's Amended and Restated Certificate of Incorporation provides that the Board
of Directors must be divided into three classes as nearly equal in number as
possible. The members of each class hold office for a term of three years
expiring at the third annual meeting of stockholders following the annual
meeting of stockholders at which they were elected and until his or her
successor has been elected and has qualified.
Five directors will be elected at the annual meeting. All of the nominees
are currently serving as directors of Dime. Each of the nominees has been
nominated for election to serve for a term of three years.
Dime's by-laws provide that any person who was or became a director upon
the consummation of the merger of Dime Bancorp and Anchor Bancorp, Inc. in
January 1995 will be eligible to serve as a director until the annual meeting of
stockholders next to occur after his or her 75th birthday. Pursuant to this
provision in the by-laws, Dr. Paul A. Qualben will cease to be a director
immediately following the annual meeting. As a result of Dr. Qualben's
retirement, Dime's Board of Directors will have 16 members after the annual
meeting.
The persons named as proxies in the enclosed proxy card intend to vote for
the election of the persons listed below, unless the proxy card is marked to
indicate that such authorization is expressly withheld. Should any of the listed
persons withdraw or be unable to serve (which the Board of
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Directors does not expect) or should any other vacancy occur in the Board of
Directors before the annual meeting, it is the intention of the persons named in
the enclosed proxy card to vote for the election of such persons as may be
recommended to the Board of Directors by the Governance and Nominating Committee
of the Board. If there are no substitute nominees, the size of the Board of
Directors may be reduced.
The following section sets forth the names, ages (as of January 31, 2000),
principal occupations, terms, and length of Board service of, the five persons
nominated for election as directors of Dime at the annual meeting and each other
director of Dime who will continue to serve as a director after the annual
meeting.(1)
NOMINEES FOR DIRECTOR:
J. BARCLAY COLLINS II joined the Board in 1993. Mr. Collins, 55, has served as
Executive Vice President and General Counsel of Amerada Hess Corporation
since 1990 and as a director since 1986.
JAMES F. FULTON joined the Board in 1981. Mr. Fulton, 69, has been President of
Fulton + Partners, Inc. (planning and design consultants) since 1966 and
Chairman of the Board of Pratt Institute (an educational institution) since
1992.
VIRGINIA M. KOPP joined the Board in 1981. Mrs. Kopp, 70, is active in community
affairs. From 1983 until her retirement in 1987, Mrs. Kopp was co-owner and
operator of a retail business.
SALLY HERNANDEZ-PINERO joined the Board in 1994. Ms. Hernandez-Pinero, 46, has
served as Senior Vice President for Corporate Affairs of The Related
Companies, L.P. (a low-income real estate syndicator and owner/manager of
multi-family residential property) since May 1999. From June 1998 until she
assumed her current position, Ms. Hernandez-Pinero served as a managing
director of the Fannie Mae American Communities Fund. From October 1994
until May 1998, Ms. Hernandez-Pinero was of counsel to the law firm of
Kalkines, Arky, Zall & Bernstein. She is a director of Consolidated Edison,
Inc. (a public utility) and Accuhealth, Inc. (a health care firm).
LAWRENCE J. TOAL joined the Board in 1991. Mr. Toal, 62, became the Chairman of
the Board of Dime Bancorp in April 1998 and the Chief Executive Officer of
Dime Bancorp and the Chairman of the Board and Chief Executive Officer of
Dime Savings in January 1997. He has been the President and Chief Operating
Officer of Dime Bancorp since its formation and the President and Chief
Operating Officer of Dime Savings since 1991. Mr. Toal has been a director
of Waterhouse Investors Cash Management Fund, Inc., a registered investment
company, since December 1995, and a director of SBLI Mutual Life Insurance
Company, Inc. since January 2000.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
FOR THE ELECTION OF THE ABOVE NOMINEES FOR DIRECTOR.
CONTINUING DIRECTORS:
DERRICK D. CEPHAS joined the Board in 1994. Mr. Cephas, 48, has been a partner
in the New York law firm of Cadwalader, Wickersham & Taft since 1994. Since
November 1996, Mr. Cephas has been a director of Merrill Lynch
International Bank, an Edge Act corporation and an indirect, wholly owned
subsidiary of Merrill Lynch & Co., Inc. He has been a director of D.E. Shaw
& Co., which serves as the direct or indirect general partner or manager of
several privately-held securities and technology businesses (including
registered broker-dealers and registered commodity pool operators), since
February 1996. Mr. Cephas' term expires in 2002.
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(1) Periods of service as a member of the Board includes service as a member of
the Board of Directors of Anchor Bancorp and/or the Board of Directors of
Anchor Savings Bank, FSB, and certain predecessor institutions, prior to the
formation of Anchor Bancorp in 1991, as well as service as a member of the
Board of Directors of Dime Savings prior to the formation of Dime Bancorp in
1994.
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FREDERICK C. CHEN joined the Board in 1988. Mr. Chen, 72, is retired from Peat
Marwick Main & Co. (now KPMG LLP), a firm of certified public accountants,
where he was a senior banking partner from 1966 to 1987. He is a trustee of
Republic Funds, an investment company. Mr. Chen's term expires in 2001.
RICHARD W. DALRYMPLE joined the Board in 1990. Mr. Dalrymple, 56, has been the
President of Teamwork Management, Inc., an executive recruiting firm, since
its formation in 1997. Prior to the merger of Dime Bancorp and Anchor
Bancorp, Mr. Dalrymple served as President, Chief Operating Officer, and a
director of Anchor Bancorp since its formation and as President, Chief
Operating Officer, and a director of Anchor Savings Bank since 1990.
Mr. Dalrymple has been a director of Waterhouse Investors Family of Funds,
Inc., a registered investment company, since 1996 and a director of
National Investors Cash Management Fund, Inc., a registered investment
company, since 1997. Mr. Dalrymple's term expires in 2002.
FRED B. KOONS joined the Board in January 1999. Mr. Koons, 55, currently holds
the title of Senior Executive Advisor with Dime and Dime Savings' wholly
owned subsidiary, North American Mortgage Company, having served as Chief
Executive Officer, Mortgage Banking, of Dime from December 1996 until July
1, 1999, and as Chief Executive Officer of North American from the date of
Dime's acquisition of North American in October 1997 until July 1, 1999.
From July 1996 until he joined Dime, Mr. Koons was a consultant to Dime
regarding its mortgage banking strategy. From 1986 until 1995, Mr. Koons
served as President, Chairman and Chief Executive Officer of Chase
Manhattan Mortgage Corporation, Chairman and Chief Executive Officer of
Chase Educational Finance Corp. and Executive Vice President of Chase
Manhattan Bank, N.A. (now Chase Bank). Mr. Koons' term expires in 2002.
JAMES M. LARGE, JR. joined the Board in 1989. Mr. Large, 67, has been Chairman
Emeritus of Dime Bancorp since April 1998. Prior to that date, Mr. Large
served as Chairman of the Board of Dime Bancorp since January 1995 and as
the Chief Executive Officer of Dime Bancorp and the Chairman of the Board
and Chief Executive Officer of Dime Savings from January 1995 until his
retirement at the end of 1996. Prior to the merger of Dime Bancorp and
Anchor Bancorp, Mr. Large was Chairman of the Board and Chief Executive
Officer of Anchor Bancorp since its formation and Chairman of the Board and
Chief Executive Officer of Anchor Savings since April 1989. Mr. Large's
term expires in 2001.
MARGARET OSMER-MCQUADE joined the Board in 1980. Ms. Osmer-McQuade, 61, has
served as President of Qualitas International, an international consulting
firm, since 1993, and as a director of Riverside Capital International LLC,
an asset management company, since 1997. Ms. Osmer-McQuade's term expires
in 2002.
JOHN MORNING joined the Board in 1979. Mr. Morning, 68, has been President of
John Morning Design, Inc., a graphic design firm, since 1960.
Mr. Morning's term expires in 2001.
EUGENE G. SCHULZ, JR. joined the Board in 1959. Mr. Schulz, 69, served as Vice
Chairman and General Counsel of Anchor Savings prior to his retirement in
1989. Mr. Schulz's term expires in 2001.
HOWARD SMITH joined the Board in 1965. Mr. Smith, 68, has been President of
Virginia Dare Extract Co., Inc., Brooklyn, New York, a manufacturer of
flavors, since 1960. He is the Chairman of Lutheran Medical Center and the
Chairman of Augustana Lutheran Home. Mr. Smith's term expires in 2002.
NORMAN R. SMITH, ED. D., joined the Board in 1993. Dr. Smith, 53, has served as
President of Wagner College, Staten Island, New York since 1988.
Dr. Smith's term expires in 2001.
IRA T. WENDER joined the Board in 1992. Mr. Wender, 73, is the sole owner of Ira
T. Wender, P.C., which has provided services as of counsel since 1994 to
the law firm of Patterson, Belknap, Webb & Tyler LLP. He is a director of
REFAC Technology, Inc., United Investors Realty Trust and Deotexis, Inc.
Mr. Wender's term expires in 2002.
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MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During 1999, the Board of Directors held a total of 16 meetings. Each of
the directors during 1999 attended at least 75% of the aggregate number of
meetings of the Board of Directors and meetings of committees thereof on which
he or she served during the period of his or her service. In addition to other
committees, as of January 31, 2000, Dime had a Compensation Committee, an Audit
Committee, and a Governance and Nominating Committee.
The members of the Dime Compensation Committee as of January 31, 2000 were
Ira T. Wender (Chairperson), Derrick D. Cephas, J. Barclay Collins II, Margaret
Osmer-McQuade, Paul A. Qualben, Howard Smith and Norman R. Smith, all of whom
are outside directors (generally, directors who are not Dime employees). For
1999, the principal functions of the Compensation Committee included (a)
establishing and reviewing a framework for the compensation of Dime's executive
officers, (b) approving awards under Dime Bancorp's stock incentive plans to
officers and employees, (c) reviewing management's recommendations on employee
compensation and benefits, (d) reviewing all on-going matters with respect to
the compensation of the Board of Directors, (e) jointly with the Governance and
Nominating Committee, succession planning, and (f) reporting and making
recommendations to the Board of Directors as to such matters. During 1999, the
Compensation Committee held a total of seven meetings.
The members of the Dime Audit Committee as of January 31, 2000 were
Frederick C. Chen (Chairperson), James F. Fulton, Virginia M. Kopp, Sally
Hernandez-Pinero, Eugene G. Schulz, Jr. and Ira T. Wender, all of whom are
outside directors. For 1999, the principal functions of the Audit Committee
included the review of (a) the records and affairs of Dime to determine its
financial condition, (b) Dime's internal audit function and the scope and
results of the annual independent audits of Dime by its outside auditors,
(c) Dime's internal controls and accounting systems and policies, (d) the basis
for certain reports to Dime's regulatory authorities regarding Dime's internal
controls and compliance with certain designated laws and regulations, and
(e) the reports of examination of Dime by bank regulatory authorities. During
1999, the Dime Audit Committee held a total of five meetings.
The members of the Dime Governance and Nominating Committee as of
January 31, 2000 were Paul A. Qualben (Chairperson), Margaret Osmer-McQuade
(Chairperson), Derrick D. Cephas, J. Barclay Collins II, John Morning, Eugene G.
Schulz, Jr. and Norman R. Smith, all of whom are outside directors. For 1999,
the principal functions of the Governance and Nominating Committee included (a)
considering and proposing candidates for election to the Board of Directors, (b)
making recommendations to the Board of Directors to fill vacancies in Board
membership, (c) jointly with the Compensation Committee, succession planning,
and (d) reviewing and making recommendations to the Board of Directors on
matters of corporate governance, such as the operations of the Board of
Directors and the membership and structure of its committees. During 1999, the
Governance and Nominating Committee held a total of four meetings.
NOMINATIONS FOR DIRECTOR
The by-laws of Dime Bancorp provide that stockholders may make nominations
for election to the Board of Directors by submitting such nominations in writing
to the Secretary of Dime Bancorp, in the case of an election to be held at an
annual meeting of stockholders, not less than 60 nor more than 90 days in
advance of the anniversary of the date of the notice mailed to stockholders in
connection with the previous year's annual meeting and, in the case of an
election to be held at a special meeting of stockholders, not later than the
seventh day following the day on which notice of such meeting is first given to
stockholders. Each such submission must set forth (i) the name and address of
the stockholder who intends to make the nomination(s) and of the person(s) to be
nominated, (ii) a representation that the stockholder is a holder of record of
common stock entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person(s) specified, (iii) a statement
of the number of shares owned by such stockholder, beneficially and of record,
(iv) a description of all arrangements or understandings between such
stockholder
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and each nominee and any other person(s) (naming such person(s)) pursuant to
which the nomination(s) is (are) to be made by the stockholder, (v) such other
information regarding each nominee proposed by such stockholder as would be
required to be included in a proxy statement filed pursuant to the proxy rules
of the SEC had the nominee been nominated or intended to be nominated by the
Board of Directors, and (vi) the written consent of each nominee to serve as a
director of Dime Bancorp if elected. No stockholder nominations for election to
the Board of Directors were submitted within this time period in connection with
the annual meeting.
DIRECTOR COMPENSATION
During 1999, outside directors were paid an annual retainer fee of $30,000.
Outside directors were entitled to receive a fee of $1,500 for each Board
meeting of Dime Bancorp or Dime Savings attended in person, $1,200 for each
committee meeting attended in person and $1,000 for each Board or committee
meeting attended by telephone conference in 1999. However, whenever both Dime
Bancorp and Dime Savings held concurrent or consecutive meetings, each director
waived the fees with respect to one of those entities. During 1999, the
Chairperson of each of Dime's standing committees received an annual fee of
$4,000.
Outside directors may choose to defer all or a portion of their cash
compensation pursuant to a Deferred Compensation Plan. If an outside director
defers his or her compensation, it will be payable at a later date (generally
not less than three years after the year in which it would otherwise have been
payable and not later than the later of the calendar quarter in which the
director attains age 75 or the fourth quarter after the termination of service
of the director) and, at that time, may be paid (pursuant to the director's
election) in a lump sum, in installments, or converted to an annuity form.
Payments may also be made in the event of certain changes in control or upon
certain circumstances of financial hardship. (Different payout rules apply with
respect to the payment of amounts deferred prior to August 1994.) During the
period of the deferral, amounts deferred are credited with earnings based upon
the director's election from among several different deemed investments, which
currently include phantom units of Dime's common stock.
In addition, Dime has maintained a Retainer Continuation Plan for its
outside directors since 1988. Under the Retainer Continuation Plan, a
participating outside director is entitled to receive an annual benefit, payable
for life commencing when the director ceases to serve on the Board of Directors,
equal to the basic annual retainer paid to outside directors for the last
calendar year in which he or she served on the Board of Directors. The amount of
this benefit will be adjusted actuarially if a payment option other than a
single-life annuity is chosen, and if the director's death were to occur before
benefit payments have begun, his or her beneficiary will be paid a benefit that
is the actuarial equivalent of the benefit that would have been payable to the
director. The total benefit to be payable to a director under the Retainer
Continuation Plan will not be less, in the aggregate, than the present value of
the director's benefit based on the amount accrued as of January 1, 1997 as
described below. This plan was amended in 1996 and, as a result, is no longer
open to new directors. The only current outside director participating in the
Retainer Continuation Plan is Mrs. Kopp.
Each of the other then current outside directors, who elected, pursuant to
the 1996 amendment, to have a lump sum amount that was determined to reflect the
present value of their benefit under that plan accrued as of January 1, 1997, as
well as a 3.5% inflation factor, credited to, and payable as a fully vested
benefit under, the director Deferred Compensation Plan, will no longer receive
any benefits under the Retainer Continuation Plan. The amount credited to the
Deferred Compensation Plan for the outside director was required to be deemed
invested in phantom units of Dime's common stock until the earlier of the
director's attaining age 73 or the second anniversary of the transfer. For
purposes of the initial deemed investment in phantom stock, the value of the
stock was based on the average closing price of Dime's common stock during each
trading day in the 12-month period preceding the date of the initial phantom
stock investment. A similar average value based on closing prices of Dime's
common stock during the preceding 12-month period will apply when determining
the value of the phantom stock the first time a director directs that the
amounts
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that were credited as a result of this transfer from the Retainer Continuation
Plan are no longer to be deemed invested in phantom stock. A special valuation
may also apply in the event of a change in control of Dime (and may also apply
to other deferred amounts deemed invested in Dime of phantom stock under the
directors' Deferred Compensation Plan). Payment of the credited amounts (and
earnings thereon) can be made in a lump sum, in installments, or in the form of
an annuity and will commence at the end of the quarter following the director's
termination of service, unless the director elects a different commencement
date. However, the benefit commencement date could not be any earlier than the
first date that the director was otherwise permitted to direct the deemed
investment of the transferred amount out of phantom stock.
Under the Dime Bancorp, Inc. 1997 Stock Incentive Plan for Outside
Directors, awards of options to purchase shares of Dime's common stock, stock
appreciation rights, rights to purchase shares of restricted stock, or deferred
stock may be made to outside directors of the Board of Directors of Dime Bancorp
or any of its eligible subsidiaries. As of January 31, 2000, there were 15
outside directors of Dime Bancorp eligible to participate in this plan. During
1999, the outside directors were each awarded the right to purchase 1,000 shares
of restricted stock at a price of $.01 per share under this plan. In addition,
during 2000, the outside directors (with the exception of Dr. Qualben, who is
retiring) were each awarded the right to purchase 2,000 shares of restricted
stock at a purchase price of $.01 per share under this plan. Generally, shares
of restricted stock purchased under this plan vest in three equal installments
on the third, fourth, and fifth anniversary of the date of grant. However, under
the terms of this plan, an event requiring the lapse of restrictions on
restricted stock has occurred in connection with North Fork's hostile tender
offer to acquire Dime's common stock, and therefore, all of the restrictions on
the shares of restricted stock that were previously purchased by the outside
directors have lapsed.
During 1999, in connection with his services as Chairman Emeritus of Dime
Bancorp, Mr. Large received a retainer fee and meeting fees under the same terms
as other outside directors plus a consulting fee of $8,334 per month. This
consulting arrangement is reviewed periodically and may be adjusted as warranted
in light of the time commitment required of Mr. Large in connection with the
performance of the requested duties. Mr. Large's consulting services as Chairman
Emeritus include significant time related to the conduct of Dime's "goodwill"
litigation against the federal government, as well as such other tasks as may
reasonably be requested from time to time by the Chief Executive Officer of Dime
Bancorp.
During 1999, in connection with his services as Chief Executive Officer of
North American through June 30, 1999, Mr. Koons received compensation in the
amount of $200,000. Thereafter, as Senior Executive Advisor to Dime and North
American, Mr. Koons received compensation during 1999 in the amount of $125,000
pursuant to the terms of his employment agreement, which was effective as of
December 15, 1998. The term of Mr. Koons' agreement extends until June 30, 2002.
Under the terms of his agreement, Mr. Koons was to serve as an Executive
Vice President of Dime Bancorp and Dime Savings and as Chief Executive Officer
of North American through at least June 30, 1999. His agreement also provides
that, after he ceased serving as Chief Executive Officer of North American, he
will continue as an employee of Dime through the end of the term of his
agreement.
Under his agreement, Mr. Koons was required to devote substantially all of
his business time to his duties through June 30, 1999. Since that date,
Mr. Koons has been required to devote a lesser amount of time to his duties
under the agreement and is permitted to engage in certain other non-competitive
activities. Mr. Koons' agreement provides that, for the period from January 1,
2000 through June 30, 2000, he will receive $125,000 and, for each of the
12-month periods thereafter, he will receive a salary at the rate of $175,000,
in each case subject to increase on a per diem basis if Mr. Koons works for more
than an agreed upon minimum number of days in each such period.
Pursuant to the terms of his agreement, Mr. Koons also participates in the
Dime Bancorp, Inc. Supplemental Executive Retirement Plan ("SERP") (as described
on page 18 of this proxy
8
statement), with a pension goal of not less than 50%, and other terms as
specified in his SERP grant. Mr. Koons is also provided with supplemental
benefits to the extent he is otherwise unable, on account of his employment
status, to participate in the Retirement Plan of Dime Bancorp, Inc. and the
Benefit Restoration Plan of Dime Savings (with such benefits acting as an offset
of his SERP benefit) and a supplemental payment to the extent he is otherwise
unable, on account of such status, to participate in Dime Bancorp's qualified
defined contribution plan and the related provisions of the Benefit Restoration
Plan.
In the event of his permanent disability, Dime Savings will pay Mr. Koons
his annual salary for up to one year, less the maximum benefit available under
Dime Savings' disability insurance coverage, and will generally continue to
provide certain benefits for the remaining term of the agreement. If Mr. Koons'
employment is terminated without cause, Dime Savings will pay him a lump sum
equal to his aggregate salary payable for the remaining term of Mr. Koons'
agreement (assuming he works the minimum number of agreed-upon days set forth in
his agreement), as well as generally continue certain benefits for such
remaining term. Mr. Koons has the right under his agreement to treat any
relocation of his principal place of business more than 75 miles from Tampa,
Florida as a termination without cause, if he makes an election to so treat it
within 30 days of the relocation. Under Mr. Koons' agreement, to the extent
permitted by the relevant plan, upon an involuntary termination of Mr. Koons'
employment (other than for cause), or a termination upon a relocation treated
(by Mr. Koons' election) as an involuntary termination without cause, grants of
options and restricted stock previously made to Mr. Koons generally will vest.
Upon an involuntary termination without cause, to the extent permitted, options
will remain exercisable by Mr. Koons for their remaining terms. (An Agreement
Regarding Initial Employment Terms with Mr. Koons dated December 2, 1996
provides for exercisability for the full remaining term of the options therein
promised for grant during the first two years of his employment in the event of
any termination of his employment other than for cause.)
Mr. Koons' agreement provides for enhanced severance benefits following a
change in control (defined in the same manner as under Mr. Toal's agreement on
page 20 of this proxy statement). Those benefits will be payable if, after a
covered change in control, Mr. Koons' employment is terminated by Dime Savings
(other than for cause), or if Mr. Koons terminates his employment during the
term in effect at the time of the change in control after a decrease in his
annual salary (not otherwise contemplated by his agreement) or a material
downgrading of his duties or responsibilities from those contemplated under his
agreement. In either of those events, Mr. Koons is to be entitled to payment
equal to three times his annual salary (assuming for these purposes that he
works the minimum number of agreed upon full-time equivalent days during any of
the periods set forth in his agreement) and continuation of all life,
disability, medical and dental insurance coverage for the remaining term of his
agreement, subject to certain conditions. Mr. Koons' agreement also would then
provide for continued exercisability of all vested options for the remainder of
their terms, and immediate vesting of all restricted stock and non-vested
options held by Mr. Koons, and continued exercisability of such options for the
remainder of their terms, as if there had not been such a termination of service
upon the change in control (to the extent permitted by the relevant plan under
which the options were granted). In the event of a termination of service
triggering change in control benefits, Mr. Koons will also fully vest in his
SERP benefit and be eligible for a payment to make up any amount forfeited under
any qualified defined contribution plan of Dime Bancorp and the related
provisions of the Benefit Restoration Plan.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
During 1999, the primary responsibility for determining the compensation of
Dime's executive officers was held by the Compensation Committee, subject to
review and appropriate approval by the Board of Directors.
Principles. For 1999, the Compensation Committee's guiding principles for
its compensation program reflect the same objectives as had been set in prior
years: (1) to enable Dime to recruit and retain the highest quality executive
talent available to it; and (2) to motivate Dime's executives to
9
achieve and sustain a superior level of corporate performance, since
consistently superior performance will result in superior returns to
stockholders. Recruitment and retention objectives are addressed by providing
total compensation opportunities that are competitive relative to the market
with which Dime competes for talent. In that regard, Dime recognizes that its
own growth in recent years and its expanded emphasis on commercial banking
activities, as well as the enormous changes taking place within the banking
industry and the increasing competition from other segments of the financial
services industry, have significantly broadened the range of institutions with
which it can--and must--compete for talent. Thus, the Compensation Committee
believes that an important component of its guiding principles must also be
frequent monitoring of competitive practices and an openness to adapting Dime's
compensation practices to meet changing conditions within the broad financial
services industry and to foster Dime's objectives of increasing its commercial
banking orientation.
While operating within a competitive framework, the Compensation Committee
pursues its motivational objectives by giving greater emphasis to those
components of the total compensation package that reward performance, in order
to reinforce the linkage of rewards with the achievement of business results
and, ultimately, with the financial interests of stockholders. Thus, while the
principal components of compensation (base salary, annual incentive and
long-term incentive), as well as benefits, are generally set at or near
competitive levels, emphasis is placed on variable pay, with the intention that
total actual pay be aligned with performance relative to Dime's short- and
long-term objectives. The effect of this pay-for-performance orientation should
be that truly superior performance will result in total compensation that
exceeds the median total compensation range of the comparative group, while
mediocre performance will result in total compensation that is less than the
median range of that group. In particular, as the ultimate measure of
performance is return to stockholders, the compensation program, particularly
for more senior executives, should be designed to ensure that management has a
substantial proprietary financial interest in the return realized by
stockholders.
Practices. Because of the scope and complexity of Dime's activities in a
rapidly changing financial services industry, it is imperative that Dime
attract, retain and motivate the most qualified and talented executives
available to it. Dime competes for executives with a variety of financial
services companies, including commercial banks and other institutional lenders,
large thrifts, mortgage banking companies and investment banking firms. The
Compensation Committee, based in part on a thorough analysis of Dime's executive
compensation levels by independent outside compensation consultants and assisted
by third-party data collection and analysis, annually reviews Dime's executive
compensation practices within the framework discussed above and compares them
with the executive compensation practices of other financial services companies
with which Dime competes for executive talent.
As discussed in last year's Compensation Committee Report, Dime, in late
1997, undertook a thorough review of its compensation practices following the
acquisition of North American, and the results of that review were reflected in
executive compensation for 1998. For 1999, Dime continued the practices it had
followed in the prior year. Thus, Dime's independent compensation consultants
analyzed publicly reported senior management compensation at a peer group of
institutions (both thrifts and banks) throughout the country, which for 1999
consisted of 13 institutions, with median assets of $24.9 billion. This data was
then adjusted upward to reflect the generally higher cash compensation levels in
the New York City Metropolitan Area. They then further assessed publicly
reported compensation at five New York-based money-center/superregional banks
(adjusted downward to reflect size and revenue differentials) in order to take
into account the fact that Dime now draws much of its executive talent from the
large commercial banks located in New York City, as evidenced by the significant
number of Dime's executive officers who have previously served in senior
positions at such institutions immediately prior to joining Dime. Finally, for
those senior officer positions where comparable publicly reported peer group and
money-center/superregional bank data was generally not readily available,
published survey data was analyzed, including information on financial services
companies comparable in asset size to the peer group and to the money-
10
center/superregional group (adjusted on the same basis described above). A
functional matching approach was used to compare each of the executive positions
at Dime to market-surveyed positions based on similarity of responsibilities,
with appropriate adjustments being made as necessary to reflect any differences
therein. All data analyzed was, if necessary, adjusted upward to take into
account any time differential from the periods for which the data was reported.
The information from these various analyses then provided the starting point for
the Compensation Committee's approach to fixing the principal components of
executive compensation for 1999.
With respect to base salaries, the foregoing analysis showed that the base
salaries of most of Dime's senior officers were below both peer group and
money-center/superregional bank medians. For 1999, salaries for executive
officers were adjusted upward by, on average, approximately 11%, but generally
remained below the average of the peer group and money-center/superregional bank
medians described above. For 1999, consistent with these increases, the annual
salary for Mr. Toal, the Chief Executive Officer, was increased by 10% to
$825,000, which was slightly above the average of the peer group and
money-center/superregional bank medians.
With respect to incentives, and as described above, a fundamental tenet of
Dime's incentive compensation philosophy is to reward performance based
primarily on objective standards. Short-term incentives, payable in cash, are
geared to the accomplishment of Dime's key annual business plan objectives.
For 1999, cash incentives were awarded to senior officers under Dime's
stockholder-approved Senior Officer Incentive Plan. Under this plan, for a given
performance period (usually a calendar year), the Compensation Committee at the
beginning of the performance period designates officers who are eligible to
participate and specifies one or more levels of performance goals. These
performance goals must be based upon one or more of earnings per share, return
on equity and return on assets. The Compensation Committee then establishes
individual target incentive opportunities for each participating officer, as
well as a preset formula for determining the range within which incentive levels
may vary with the level of the performance goals reached. The amounts that would
otherwise be payable under the plan based on the level of performance goals
reached may then be decreased, but not increased, in the discretion of the
Compensation Committee. This plan is intended to qualify awards payable
thereunder as "qualified performance-based compensation" under
Section 162(m) of the Internal Revenue Code, thereby ensuring full deductibility
of compensation payable under the plan to any executive officers whose total
compensation may exceed $1 million.
For 1999, all of the executive officers named in the Summary Compensation
Table below were designated as participants in the Senior Officer Incentive
Plan. Performance goals for 1999, as for 1998, were based on the greater of
Dime's earnings per share or adjusted earnings per share (such an adjustment
would generally eliminate any extraordinary items, as determined in accordance
with generally accepted accounting principles, certain restructuring charges and
charges relating to discontinued operations, any profit or loss attributable to
business operations of an entity acquired by Dime during the performance period,
and any goodwill expense attributable to such acquired entity, that would
otherwise be included in earnings per share). Depending on the level of
performance goal achieved, a participant's incentive award could range between 0
and 200% of his or her individual target incentive (subject to a maximum annual
individual award limit with respect to awards under the Senior Officer Incentive
Plan of $1,500,000). In order to assist the Compensation Committee in setting
individual target incentives, Dime's independent compensation consultants
analyzed the same sources as discussed above with respect to the determination
of annual salaries, using for comparison purposes a three year average of
publicly reported compensation (expressed as a percentage of base salary),
without adjustment, for the executive officers named in the Summary Compensation
Table. For 1999, individual targets for plan participants were on average close
to the median of the peer group, although generally well below the median of the
money-center/superregional bank group. For 1999, Mr. Toal's target incentive
under the plan remained at 100% of his annual salary. This percentage, which was
determined on a basis consistent with plan participant target incentive
opportunities generally, was well below the midpoint of the combined
11
survey analysis. For 1999, Dime reported record earnings per share,
substantially exceeding the performance targets under the plan, and therefore
participants qualified for award opportunities of 200% of target incentive
amount (subject to maximum award limits under the plan). In then considering
whether and to what extent to use its discretion to reduce the cash incentives
for which the participants in the Senior Officer Incentive Plan were otherwise
eligible, the Compensation Committee considered at length the extent to which
the significant drop in Dime's stock price during 1999 should weigh against not
only management's success in producing earnings per share in excess of the
targets set forth in the plan, but also Dime's other significant operating
achievements during the year. In particular, the Compensation Committee noted
such factors as:
o attaining a 14% growth in annual operating earnings per share, and
continuing a streak of 14 consecutive quarters of rising operating
earnings, despite a difficult rate environment and sharply declining
mortgage banking activity;
o significant increases for 1999 in nearly all major performance measures,
including return on equity and return on assets, from 1998, itself a
record year; and
o the substantial expansion of Dime's commercial banking businesses during
1999, including a 73% increase in consumer loan originations and a 217%
increase in business loan originations, in part as a result of the
strategic acquisitions during the year of Citibank's auto finance
business and of KeyBank's commercial banking franchise on Long Island,
resulting in an increase in non-residential loans from 30% to 46% of
loans outstanding during the course of the year.
The Compensation Committee further considered that the purposes of
short-term incentives, which drive accomplishment of annual business goals,
should not be conflated with those of long-term incentives, which assure that a
significant portion of an executive's potential compensation is conditioned upon
the achievement and maintenance--over multi-year periods--of returns to
stockholders.
After weighing all these factors, the Compensation Committee concluded that
it was important to maintain the link between the accomplishment of clearly
defined and pre-set business objectives and a specific component of annual
compensation. In this regard, it was clear that, for 1999, management had not
only met but substantially exceeded these annual operating targets. While this
in turn led the Compensation Committee to conclude that the payment of
incentives as provided for in the plan was warranted, the Compensation Committee
also concluded that maximum awards under the plan, even if otherwise earned,
should not be paid where the return to stockholders for the year had been below
par. Accordingly, awards to executive officers under the plan were reduced. In
the case of Mr. Toal, the incentive awarded for 1999 was $1,125,000, as compared
with a maximum award of $1,500,000 for which he was eligible under the plan.
Long-term incentives are provided in the form of stock and stock-based
grants. As discussed in last year's Compensation Committee Report, the
Compensation Committee has adopted an equity stake approach, which seeks to
establish a desirable level of equity participation for senior executives,
expressed as a percentage of Dime's common stock outstanding that is to be
subject to annual option grants, with the appropriate percentage of Dime's
common stock to be subject to such grants being determined by reference to
competitive practices. For 1999, the Compensation Committee determined to
maintain the same stock option grant guidelines as for 1998 (with adjustments
being made to individual grants based on considerations including individual
performance and experience). For 1999, as for 1998, grants were made in the form
of non-qualified options to purchase shares of Dime's common stock. These
non-qualified options generally vest over a three year period (subject to
accelerated vesting in certain circumstances, including a change in control),
have expiration dates 11 years from the date of grant and have exercise prices
equal to the fair market value per share of Dime's common stock on the date of
grant, which was deemed to be the closing price of such stock on the NYSE on
that date. In January 1999, Mr. Toal received non-qualified options to purchase
120,000 shares of Dime's common stock at fair market value on the date of grant,
an increase over the 94,800 non-qualified options awarded to Mr. Toal in 1998,
12
but still substantially below the average of the peer group and
money-center/superregional bank medians described above. The Compensation
Committee believes that this increase in the number of stock options granted was
consistent with the Compensation Committee's preference for emphasizing
long-term incentive compensation, the value of which is tied to stockholder
return.
Also, although not an aspect of cash or incentive compensation, Dime seeks
to attract and retain executives by providing a variety of benefit plans and
programs generally designed to be competitive with those provided by other
financial services companies. See "Executive Compensation" below for a
description of these plans and programs as currently in effect.
The Compensation Committee's policy is to structure executive compensation
in a time and manner intended to limit the likelihood that current compensation
will exceed the limits for deductibility prescribed by Section 162(m) of the
Internal Revenue Code. In furtherance of this policy, Dime adopted, with
stockholder approval, the Senior Officer Incentive Plan, under which cash
incentive awards to senior officers are made in a manner intended to qualify
them for full deductibility under the Internal Revenue Code. This policy
continued to be operative for 1999; however, the Compensation Committee retains
discretion to make exceptions to this policy, and in determining whether to do
so the Compensation Committee may consider a number of factors, including the
tax position of Dime, the materiality of amounts likely to be involved and any
potential ramifications of the loss of flexibility to respond to unforeseen
changes in circumstances.
Finally, in determining compensation levels and targets within the
framework discussed above, the Compensation Committee takes into full account
applicable regulatory restrictions on the compensation of executive officers.
Executive compensation is a constantly evolving field. The Compensation
Committee monitors trends in this area, as well as changes in law, regulation
and accounting practice, that may affect either its compensation philosophy or
its practices. Accordingly, the Compensation Committee at all times reserves the
right to alter its approach in response to changing conditions.
THE COMPENSATION COMMITTEE:
IRA T. WENDER, CHAIRMAN
DERRICK D. CEPHAS
J. BARCLAY COLLINS II
MARGARET OSMER-McQUADE
DR. PAUL A. QUALBEN
HOWARD SMITH
DR. NORMAN R. SMITH
13
EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation for
services in all capacities to Dime for the fiscal years ended December 31, 1999,
1998 and 1997 of those persons who were, at December 31, 1999, (a) the Chief
Executive Officer of Dime Bancorp and (b) the other four most highly compensated
executive officers of Dime Bancorp (collectively with the Chief Executive
Officer, the "named executive officers").
SUMMARY COMPENSATION TABLE
LONG-TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
------------------------------------ -------------------------
OTHER RESTRICTED SECURITIES
ANNUAL STOCK UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(1) COMPENSATION AWARDS(2) OPTIONS/SARS COMPENSATION(3)
- ----------------------------------- ---- -------- ---------- ------------ ---------- ------------ ---------------
Lawrence J. Toal(4) ............... 1999 $825,000 $1,125,000 $ 0 $ 0 120,000 $ 48,321
Chief Executive Officer 1998 750,000 1,204,810(5) 5,617 1,631,070 94,800 164,581
1997 650,000 800,000 0 0 78,000 39,000
Anthony R. Burrlesci(6) ........... 1999 400,000 479,683 3,070 0 40,000 23,002
Chief Financial Officer 1998 375,000 401,620(7) 4,666 699,840 36,700 56,769
1997 166,923 385,000(8) 20,776 577,500 90,000 0
Richard A. Mirro .................. 1999 400,000 400,000 2,087 0 40,000 25,375
Chief Executive Officer, 1998 375,000 502,310(9) 3,696 62,226 36,700 20,125
Mortgage Banking 1997 350,000 395,000(10) 8,349 0 54,500 0
Peyton R. Patterson ............... 1999 325,000 303,747 3,070 0 30,000 18,869
General Manager, 1998 275,000 201,040(11) 4,876 441,180 24,600 49,312
Consumer Financial Services 1997 225,000 170,000 0 0 16,000 8,827
Carlos R. Munoz ................... 1999 350,000 230,000 3,070 0 35,000 20,311
Chief Credit and Risk 1998 325,000 231,250(12) 4,302 522,450 33,400 55,086
Management Officer 1997 300,000 175,000 0 0 18,000 18,000
- ------------------
(1) Bonuses are reported in the year that the named executive officer rendered
the services to which the bonus relates, even though the amounts shown may
actually be paid to the named executive officer in a subsequent year.
(2) Except as noted, shares of restricted stock generally vest in three equal
installments on the third, fourth, and fifth anniversary of the date of
grant. At December 31, 1999, Mr. Toal held 58,807 shares of restricted
stock having a value of $830,649 (3,207 shares of which were scheduled to
vest in equal installments on January 30, 2000 and January 30, 2001);
Mr. Burriesci held 37,047 shares of restricted stock having a value of
$523,289 (1,080 shares of which were scheduled to vest in equal
installments on January 30, 2000 and January 30, 2001 and 11,667 shares of
which were scheduled to vest on January 24, 2000); Mr. Mirro held 14,874
shares of restricted stock having a value of $210,095 (1,540 shares of
which were scheduled to vest in equal installments on January 29, 2000 and
January 29, 2001); Ms. Patterson held 19,328 shares of restricted stock
having a value of $273,008 (694 shares of which were scheduled to vest in
equal installments on January 30, 2000 and January 30, 2001); and
Mr. Munoz held 21,601 shares of restricted stock having a value of $305,114
(834 shares of which were scheduled to vest in equal installments on
January 30, 2000 and January 30, 2001). Dividends are paid, and other
distributions made, on all shares of restricted stock to the same extent
that dividends are declared and paid, or other distributions are made, on
shares of Dime's common stock in general, provided such shares of
restricted stock are held on the record date determined for the payment of
dividends, or the making of other distributions, if any, on Dime's common
stock.
Under the terms of the stock incentive plan pursuant to which these shares
of restricted stock were purchased by the named executive officers, an event
requiring the lapse of restrictions on restricted stock has occurred in
connection with North Fork's hostile tender offer to acquire Dime's common
stock. Therefore, all of the restrictions on these shares have lapsed. As a
result, at this time, none of the named executive officers hold any shares
of restricted stock.
(3) For the year ended December 31, 1999, the amounts set forth reflect
matching and supplemental allocations by Dime Bancorp on behalf of each of
the named executive officers under certain defined contribution plans and
arrangements.
(4) Mr. Toal became Chief Executive Officer of Dime Bancorp (and Chairman of
the Board and Chief Executive Officer of Dime Savings) on January 1, 1997
and Chairman of the Board of Dime Bancorp on April 30, 1998.
(5) The amount shown represents an incentive bonus for 1998 of $1,200,000 and a
cash award equal to the purchase price of 4,810 shares of restricted stock.
14
(6) Mr. Burriesci joined Dime Bancorp in July 1997 at an annual rate of salary
of $350,000.
(7) The amount shown represents an incentive bonus for 1998 of $400,000 and a
cash award equal to the purchase price of 1,620 shares of restricted stock.
(8) The amount shown represents a $150,000 cash bonus paid to Mr. Burriesci
upon joining Dime Bancorp in July 1997, an incentive bonus for 1997 of
$200,000 and a cash award equal to the purchase price of 35,000 shares of
restricted stock.
(9) The amount shown represents an incentive bonus for 1998 of $500,000 and a
cash award equal to the purchase price of 2,310 shares of restricted stock.
(10) The amount shown represents an incentive bonus for 1997 of $375,000 and a
cash award equal to the purchase price of 20,000 shares of restricted
stock.
(11) The amount shown represents an incentive bonus for 1998 of $200,000 and a
cash award equal to the purchase price of 1,040 shares of restricted stock.
(12) The amount shown represents an incentive bonus for 1998 of $230,000 and a
cash award equal to the purchase price of 1,250 shares of restricted stock.
The following table contains information concerning the grant of options to
purchase shares of Dime's common stock and limited tandem stock appreciation
rights ("SARs") to the named executive officers during the year ended
December 31, 1999.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
----------------------------------------------------------------------------
% OF TOTAL
NUMBER OF OPTIONS/SARS
SECURITIES GRANTED TO
UNDERLYING EMPLOYEES IN EXERCISE OR GRANT DATE
OPTIONS/SARS FISCAL BASE PRICE EXPIRATION PRESENT
NAME GRANTED(1) YEAR(2) ($/SH) DATE VALUE($)(3)(4)
- --------------------------------------------- ------------ ------------ ------------ ---------- --------------
Lawrence J. Toal............................. 120,000 4.35% $ 24.25 1/29/10 $1,990,440
Anthony R. Burriesci......................... 40,000 1.45 24.25 1/29/10 663,480
Richard A. Mirro............................. 40,000 1.45 23.875 1/28/10 653,220
Peyton R. Patterson.......................... 30,000 1.09 24.25 1/29/10 497,610
Carlos R. Munoz.............................. 35,000 1.27 24.25 1/29/10 580,545
- ------------------
(1) The options shown were scheduled to become exercisable at a rate of
one-third per year commencing one year from the date of the grant. Under the
terms of the stock incentive plan pursuant to which these options were
granted to the named executive officers, an event requiring the vesting of
all unexercisable stock options has occurred in connection with North Fork's
hostile tender offer to acquire Dime's common stock. Therefore, all of these
options have become fully exercisable. All of the awards reflected in the
table consisted of options with limited tandem SARs. The tandem SARs shown
are only exercisable within the 60-day period following the occurrence of
certain specified changes in ownership or control of Dime Bancorp or certain
of its subsidiaries and are payable on the basis of the highest price paid
for the shares of Dime's common stock during the 90-day period ending on the
day of the change in ownership or control.
(2) The percentage set forth in this column reflects the relationship between
the number of options (with limited tandem SARs) granted to the named
executive officer and the number of options (whether or not with limited
tandem SARs) granted to all employees in the fiscal year.
(3) The estimated value shown, which was determined by application of the
Black-Scholes option pricing model, was developed solely for purposes of
comparative disclosure in accordance with the regulations of the SEC and
does not necessarily reflect Dime Bancorp's view of the appropriate value or
methodology for purposes of financial reporting. Use of this model should
not be viewed in any way as a forecast of the future performance of Dime's
common stock, volatility or dividend policy. No adjustments have been made
for forfeitures or non-transferability.
(4) The estimated present value of the options shown is based upon historical
experience and for the options granted to each of the named executive
officers, except Mr. Mirro, is $16.587 per share. The estimated present
value of the options shown for Mr. Mirro is $16.330 per share. Volatility
calculated over 180 trading days prior to the date of grant was: .59.
Risk-Free Rate of Return, representing the interest rate on a United States
Treasury security with a maturity date corresponding to the term of the
options: 5.11%.
Dividend Yield for each of the options granted is .786%.
Time of Exercise for all options shown: 11 years.
15
The following table sets forth information with respect to exercised
options during 1999, as well as the aggregate number of unexercised options to
purchase Dime's common stock granted in all years to the named executive
officers and held by them as of December 31, 1999 and the value of unexercised
in-the-money options (i.e., options that had a positive spread between the
exercise price of such option and the fair market value of Dime's common stock)
as of December 31, 1999. Dime has not granted any freestanding SARs to the named
executive officers.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES(1)
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS AT
DECEMBER 31, 1999 DECEMBER 31, 1999
SHARES ----------------- -----------------
ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
- --------------------------------------------- ----------- -------- ----------------- -----------------
Lawrence J. Toal............................. 0 $ 0 448,658/209,200 $ 3,178,242/0
Anthony R. Burriesci......................... 0 0 72,233/94,467 0/0
Richard A. Mirro............................. 0 0 66,733/64,467 0/0
Peyton R. Patterson.......................... 6,667 40,835 13,533/51,734 0/0
Carlos R. Munoz.............................. 12,000 11,250 29,333/63,267 65,975/0
- ------------------
(1) Under the terms of the stock incentive plan pursuant to which these options
were granted to the named executive officers, an event requiring the vesting
of all unexercisable stock options has occurred in connection with North
Fork's hostile tender offer to acquire Dime's common stock. Therefore, all
of the previously unexercisable options became exercisable. As a result, at
this time, none of the named executive officers hold any unexercisable
options.
The following table shows the estimated annual pension benefits payable to
a covered member at normal retirement age (age 65) under the Retirement Plan of
Dime Bancorp, Inc. and the Benefit Restoration Plan of Dime Savings based on
compensation covered under the plans and years of creditable service with Dime
Savings or certain affiliates of Dime. The Benefit Restoration Plan provides
benefits that would otherwise be denied a member because of certain limitations
on benefits under the Retirement Plan imposed by the Internal Revenue Code.
PENSION PLAN TABLE
YEARS OF CREDITABLE SERVICE
--------------------------------------------------------
REMUNERATION 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
- ----------------------------------------------- -------- -------- -------- -------- --------
$ 125,000..................................... $ 32,813 $ 43,750 $ 54,688 $ 65,625 $ 75,000
150,000..................................... 39,375 52,500 65,625 78,750 90,000
175,000..................................... 45,938 61,250 76,563 91,875 105,000
200,000..................................... 52,500 70,000 87,500 105,000 120,000
225,000..................................... 59,063 78,750 98,438 118,125 135,000
250,000..................................... 65,625 87,500 109,375 131,250 150,000
300,000..................................... 78,750 105,000 131,250 157,500 180,000
350,000..................................... 91,875 122,500 153,125 183,750 210,000
400,000..................................... 105,000 140,000 175,000 210,000 240,000
450,000..................................... 118,125 157,500 196,875 236,250 270,000
500,000..................................... 131,250 175,000 218,750 262,500 300,000
600,000..................................... 157,500 210,000 262,500 315,000 360,000
700,000..................................... 183,750 245,000 306,250 367,500 420,000
800,000..................................... 210,000 280,000 350,000 420,000 480,000
900,000..................................... 236,250 315,000 393,750 472,500 540,000
1,000,000..................................... 262,500 350,000 437,500 525,000 600,000
1,100,000..................................... 288,750 385,000 481,250 577,500 660,000
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A member's compensation covered by the plans is the product of 12 times his
or her average monthly compensation for the 36 consecutive months of service
during which the member's compensation was the highest or, if the member's
service is less than 36 months, then for the entire period of service. For these
purposes, covered compensation for the named executive officers includes salary,
but not bonus and other annual compensation, reported in the "Annual
Compensation" columns of the Summary Compensation Table. The benefit levels set
forth in the Pension Plan Table are based on the years of creditable service
shown in the table, continued existence of the plans without material change,
and payment of benefits in the form of a single life annuity (rather than in
other available forms). The benefits listed in the Pension Plan Table are not
subject to any reduction for Social Security contributions or benefits or any
other offset (although certain minimum benefits provided under the plans with
respect to certain prior service are subject to a deduction measured by Social
Security benefits, or by an offset with respect to compensation earned that is
not in excess of Social Security covered compensation). However, such benefits
reflect the application of the maximum benefit limit under the plans of 60% of
covered compensation.
Dime also maintains the SERP, which provides for an annual benefit equal to
a pension goal percentage (between 30% and 60%) multiplied by Average
Compensation (as defined) payable over the life of each SERP participant after
the participant's retirement at or after age 65 or, in certain instances, a
reduced 50% or 100% joint and survivor annuity form of benefit. Additional forms
of benefit, including 5-,10-, or 15-year-certain life annuities and lump sums,
are available, and the Compensation Committee can direct, within the SERP's
parameters, that an actuarially equivalent lump sum be paid at termination of
service in lieu of an annuity. For these purposes, unless otherwise provided by
the Compensation Committee within the SERP's parameters, Average Compensation is
the highest average annual base salary and certain other taxable cash-based
compensation (other than sign-on bonus or other amounts paid in connection with
grants of rights to purchase restricted stock) earned over three consecutive
years out of the participant's last ten years of employment (or such other
period designated by the Compensation Committee, within the SERP's parameters),
with incentive compensation deemed allocated and paid over the period over which
it was earned. The SERP benefit is offset by other retirement benefits provided
under qualified defined benefit plans of Dime Bancorp and Dime Savings (such as
the Retirement Plan), as well as the Benefit Restoration Plan and other
contractual benefits to the extent they relate to the benefits under a Dime
qualified defined benefit plan. The SERP provides that benefits may commence, in
a reduced amount, if the participant terminates service before age 65 but,
unless the Compensation Committee directs otherwise, within the SERP's
parameters, no earlier than age 55. The SERP also provides for a death benefit
to be paid to a participant's surviving spouse or minor children in the event
that the participant dies prior to the start of his or her benefits under the
SERP. Death benefits will not commence to be paid until the month that the
participant would have attained age 55 had he or she lived. Benefits under the
SERP generally vest based on the period of employment by the participant, with
partial vesting after five years, increasing to full vesting after ten years.
The SERP counts service both before and during SERP participation for these
purposes. Accelerated vesting applies in the event of certain terminations of
employment after a change in control (as defined) and the Compensation Committee
can alter the vesting schedule (but with limits on such alteration rights upon a
change in control and in certain other circumstances). Except with respect to
vesting rights, and except to the extent that compensation considered under the
SERP may increase over a period of time, the SERP benefit does not increase
based on years of service.
Mr. Toal's SERP goal was set at 60% by amendment of his employment
agreement effective as of October 22, 1999. As of December 31, 1999, Mr. Toal
had accrued a SERP benefit (which will be offset by his Retirement Plan and
related Benefit Restoration Plan benefits), commencing at age 65 in the form of
a single life annuity, of approximately $1,070,000. Mr. Toal was then 80% vested
in that benefit.
Mr. Burriesci has a SERP goal that has been set at 50%. Under
Mr. Burriesci's employment agreement, he is also provided with a benefit based
on a doubling of Retirement Plan and related Benefit Restoration Plan accruals
(offset by actual Retirement Plan and related Benefit Restoration Plan benefits)
during the first ten years of his employment, with that benefit vesting after
three years.
17
Those benefits (in which Mr. Burriesci is not yet vested) will act as an offset
of Mr. Burriesci's SERP benefit. Based on compensation earned through
December 31, 1999, Mr. Burriesci's SERP benefit, which will be offset by
Retirement Plan and related Benefit Restoration Plan benefits, as well as the
additional contractual benefit described above, commencing at age 65 in the form
of a single life annuity, is approximately $404,321. Mr. Burriesci has not yet
vested in that benefit.
Each of Messrs. Mirro and Munoz and Ms. Patterson has a SERP goal that has
been set at 50%. Based on compensation earned through December 31, 1999, the
SERP benefit (which will be offset by Retirement Plan and related Benefit
Restoration Plan benefits) accrued, commencing at age 65 in the form of a single
life annuity, by Mr. Mirro is approximately $400,000, by Mr. Munoz is
approximately $268,333 and by Ms. Patterson is approximately $249,791. As of
December 31, 1999, none of these officers was vested in their respective SERP
benefits.
The respective completed years of creditable service under the Retirement
Plan and, as appropriate, the Benefit Restoration Plan and the years of service
for vesting in SERP benefits as of December 31, 1999 for each of the named
executive officers is as follows: Lawrence J. Toal, eight years; Anthony R.
Burriesci, two years; Richard A. Mirro, three years; Peyton R. Patterson, three
years; and Carlos R. Munoz, four years.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
Dime Savings has employment agreements with each of Messrs. Toal,
Burriesci, Mirro and Munoz, as well as with Ms. Patterson.
Agreement with Mr. Toal. The current term of Mr. Toal's agreement extends
to December 31, 2002. Dime Bancorp is jointly and severally liable for the
obligations of Dime Savings under Mr. Toal's agreement.
Mr. Toal's agreement provides that he will serve, throughout its term, as
Chief Executive Officer and Chairman of the Board of each of Dime Bancorp and
Dime Savings. Under his agreement, Mr. Toal received a base salary of $825,000
in 1999, which may be subsequently increased (but not decreased) by the Board of
Directors. For 2000, Mr. Toal's base salary has been increased to $900,000.
Mr. Toal also will be eligible to participate in an annual cash bonus program
(with a target bonus opportunity of at least 50% of his base salary) and
long-term incentive program and is provided with certain perquisites such as
financial planning benefits, club memberships and a car and driver.
Under his agreement, Mr. Toal also participates in the SERP, with a pension
goal of not less than 60% based on average compensation and vesting over ten
years of service. (Mr. Toal's SERP benefit is described in more detail above.)
However, pursuant to the agreement, Mr. Toal will be fully vested in his SERP
benefit in the event of a termination of his employment (other than for cause)
in connection with a change in control (as described below) that otherwise would
trigger a right to change in control-related benefits. In the event of any other
involuntary termination of Mr. Toal's employment (other than for cause),
Mr. Toal will receive service credit for SERP vesting purposes as if he had
remained in employment until the end of the term of his agreement then in
effect. In addition, when applying the average compensation definition under the
SERP, in the event of any termination of Mr. Toal's employment that would
trigger a right to change in control-related benefits, or any other involuntary
termination of Mr. Toal's employment (other than for cause), average
compensation will be determined as if Mr. Toal had continued service throughout
the then applicable term of his agreement and earned an assumed annual bonus
based upon a formula set forth in that agreement. Mr. Toal's agreement also
provides that if, at or after age 65, the amounts payable to him under the SERP
and other defined benefit plans of Dime Bancorp and affiliates, when stated in
the form of a single life annuity, do not equal at least $1,235,000, he will be
entitled, upon retirement, to additional payments so that his total retirement
benefit, expressed as a single life annuity, at or after age 65, will not be
less than that amount.
In the event of Mr. Toal's disability, his agreement provides that
Mr. Toal will receive a sum equal to his annual salary in the first year of such
disability and a sum equal to 75% of his annual
18
salary for each year thereafter throughout the duration of the disability up to
age 65, with continued life, medical, and dental coverage for the same period.
If Mr. Toal's employment is terminated by Dime Savings (other than for
cause), Mr. Toal will receive a lump sum payment equal to two times his annual
salary, as well as continuation, until the later to occur of the 18-month
anniversary of the date of termination or the end of the remaining term of his
agreement at the effective date of termination, of life, medical and dental
insurance coverage, subject to certain conditions. If Mr. Toal voluntarily
terminates his employment (except as provided below), generally no additional
benefits will be provided to him. Similarly, in general, no continuing benefits
are otherwise to be provided to Mr. Toal upon the expiration of the term of his
agreement, other than the SERP, the Key Executive Life Insurance/Death Benefit
Plan described below, and other retiree benefits otherwise payable to him.
Mr. Toal's agreement also provides for specified benefits following a
"change in control." For these purposes, a "change in control" is generally
defined to include (1) the acquisition of more than 35% of the voting power of
Dime Bancorp by any person, entity or group; (2) if the individuals who were
members of the Board of Directors on July 24, 1997, and others whose appointment
or nomination was recommended by a vote of 2/3 of the directors in office on
July 24, 1997 (or by other directors who themselves previously satisfied this
requirement), cease to constitute a majority of the Board; (3) a merger or
consolidation of Dime Bancorp or any direct or indirect subsidiary of Dime
Bancorp unless Dime Bancorp voting securities outstanding before the event
continue to represent (in combination with securities held under an employee
benefit plan of Dime Bancorp or any subsidiary) at least 65% of the outstanding
voting securities of the surviving entity after the merger or consolidation, or
unless the merger or consolidation was effected solely to implement a
recapitalization of Dime Bancorp or Dime Savings where no person, entity or
group becomes the owner of 35% or more of the voting securities of Dime Bancorp
or Dime Savings; (4) the execution of a binding agreement for one of the events
described in (1) or (3) (unless abandoned); and (5) certain sales of
substantially all of Dime Bancorp's consolidated assets, as well as certain
other circumstances specified in Mr. Toal's agreement.
If following a change in control Mr. Toal's employment is involuntarily
terminated (other than for cause) during the term of his agreement in effect at
the time of the change in control, or if Mr. Toal terminates his employment
during such term after (a) he has not been re-elected to the positions set forth
above (or, if Dime Bancorp or Dime Savings is not the surviving ultimate parent
entity in the transaction giving rise to the change in control, elected as chief
executive officer of the ultimate parent entity) or (b) there is a material
change in Mr. Toal's functions, duties, or responsibilities to a level of lesser
responsibility, importance, or scope, Mr. Toal will be entitled to the SERP
enhancement described above, as well as other benefits. These additional
benefits include a lump sum equal to three times his "Annual Compensation," as
well as (to the extent permissible under the underlying plan) continued
exercisability of all vested stock options as if there had not been a
termination of employment (including options that vest upon Mr. Toal's
retirement), and continued disability, medical, and dental insurance coverage
for Mr. Toal and his spouse for the remainder of their lives, subject to certain
conditions. For these purposes, "Annual Compensation" at any time means the sum
of his annual salary plus an assumed annual bonus based upon a formula set forth
in Mr. Toal's agreement.
Agreement with Mr. Burriesci. The term of Mr. Burriesci's agreement
extends to March 1, 2003, with automatic renewal applying each March 1st, absent
earlier non-renewal. Dime Bancorp is jointly and severally liable for the
obligations of Dime Savings under Mr. Burriesci's agreement.
Mr. Burriesci's agreement provides that he will serve as Chief Financial
Officer of Dime Bancorp and Dime Savings and provides for an annual salary
during the period of the agreement ending July 1, 2000 at the rate of $375,000.
This annual salary is subject to periodic review and possible increase, or up to
a 25% decrease (but not below the level set forth above). Under an Agreement
Regarding Initial Employment Terms effective as of July 1, 1997, Mr. Burriesci
had a minimum target cash incentive opportunity for 1999 of 50% of base pay as
in effect on December 31, 1999. Mr. Burriesci's initial terms agreement also
provides for long-term incentive awards with a value of at
19
least 75% of base pay for each of 1999 and 2000, to the extent approved by the
Compensation Committee, and provides for certain perquisites.
Pursuant to the terms of his employment agreement, Mr. Burriesci also
participates in the SERP, with a pension goal of not less than 50% of average
SERP-covered compensation (as more fully described above). Mr. Burriesci's
agreement also provides for a benefit based upon a doubling of Retirement Plan
and related Benefit Restoration Plan accruals (offset by actual Retirement Plan
accruals) during the first ten years of his employment, with vesting of that
benefit after three years. This benefit will act as an offset of
Mr. Burriesci's SERP benefit, if one is payable.
In the event of Mr. Burriesci's permanent disability, Dime Savings will pay
Mr. Burriesci his annual salary for up to one year, less the maximum benefit
available under Dime insurance coverage, and will generally continue to provide
certain benefits for the remaining term of Mr. Burriesci's agreement then in
effect. If Mr. Burriesci's employment is terminated without cause during the
current term of his agreement, Dime Savings will pay him a lump sum equal to the
salary (based on his rate of salary as in effect at the termination date) and
bonus (based on his bonus opportunity as in effect at the termination date)
through the end of the term of his agreement as in effect at the time of
termination of employment (or, if greater, his annual salary (as in effect at
the termination date) for 18 months), as well as generally continue certain
benefits for the same period.
Mr. Burriesci's agreement also provides for enhanced severance benefits (in
lieu of the termination benefits described above) following a change in control
(defined in the same manner as under Mr. Toal's agreement). If, after a covered
change in control, Mr. Burriesci's employment is terminated by Dime Savings
(other than for cause), or if Mr. Burriesci terminates his employment during the
term in effect at the time of the change in control after a decrease in his
annual salary (to a level below that which applied before the change in control)
or a material downgrading of his duties or responsibilities from those in effect
immediately prior to the change in control, the enhanced benefits will be
payable. In either of those events, Mr. Burriesci is to be entitled to (i)
payment equal to three times the sum of his annual salary and target cash
incentives for which Mr. Burriesci was eligible (for the year in question)
immediately before the termination, and (ii) continuation of all life,
disability, medical and dental insurance coverage for the remaining term of his
agreement at the time of the termination, subject to certain conditions.
Mr. Burriesci's agreement also includes a provision for continued exercisability
of all vested options for the remainder of their terms and continued vesting and
exercisability of all non-vested options as if there had not been a termination
of service upon a change in control (to the extent permitted by the relevant
plan under which the options were granted). In the event of a termination of
service triggering change in control benefits, Mr. Burriesci will also fully
vest in his SERP benefit and be eligible for a payment to make up any amount
forfeited under any qualified defined contribution plan of Dime Bancorp and the
related provisions of the Benefit Restoration Plan.
Agreement with Mr. Mirro. The term of Mr. Mirro's agreement currently
extends to March 1, 2003, with automatic renewal applying each March 1st, absent
earlier non-renewal.
Mr. Mirro's agreement provides that he will serve as Chief Executive
Officer of North American with his salary at a minimum rate of $375,000, subject
to periodic review and possible increase, or up to a 25% decrease.
Pursuant to the terms of his employment agreement, Mr. Mirro also
participates in the SERP, with a pension goal of not less than 50% of average
SERP-covered compensation (as more fully described above). In the event of
Mr. Mirro's permanent disability, Dime Savings will pay Mr. Mirro his annual
salary for up to one year, less the maximum benefit available under Dime
insurance coverage, and will generally continue to provide certain benefits for
the remaining term of Mr. Mirro's agreement then in effect.
If Mr. Mirro's employment is terminated without cause during the term of
his agreement, Dime Savings will continue to pay him his salary and target bonus
for two years, and continue certain benefits for a two-year period. An amendment
to Mr. Mirro's agreement has been approved by Dime which would, in lieu of this
benefit, if his employment is terminated without cause during the current term
of his agreement, provide him with a lump sum equal to the salary (based on his
rate of salary
20
as in effect at the termination date) and bonus (based on his bonus opportunity
as in effect at the termination date) through the end of the term of his
agreement as in effect at the time of termination of employment (or, if greater,
his annual salary (as in effect at the termination date) plus his target bonus
amount (as in effect for the year of the termination) for two years), as well as
generally continue certain benefits for the same period. In any such
circumstance, Mr. Mirro's stock options and restricted stock will also fully
vest. If Mr. Mirro's principal place of employment is moved more than 75 miles
from Tampa, Florida, he has the right, for a 30-day period, to treat such
relocation as a termination by Dime Savings without cause, entitling him to
termination benefits. He also has a right to termination benefits if his
agreement is not renewed, if, within 30 days of his receipt of notice of
non-renewal, he elects to treat the non-renewal as an involuntary termination.
Mr. Mirro's agreement also provides for enhanced severance benefits
(generally in lieu of the termination benefits described above) in certain
circumstances following a change in control of Dime Bancorp or Dime Savings
(defined in the same manner as under Mr. Toal's agreement). If, after a covered
change in control, Mr. Mirro's employment is terminated by Mr. Mirro during the
term of his agreement in effect at the time of the change in control after a
decrease in his annual salary (to a level below that which applied before the
change in control) or a material downgrading of his duties or responsibilities
from those in effect immediately prior to the change in control, the enhanced
severance benefits will be payable. The enhanced severance benefits will also be
payable if Mr. Mirro terminates his employment for any reason during the 90-day
period starting six months after certain change in control events, provided that
Mr. Mirro gives notice of his intent to so terminate within 30-days after the
change in control. (The period between Mr. Mirro's notice and the termination
date is referred to as the notice period.) If Dime Savings involuntarily
terminates Mr. Mirro's employment within this notice period (including the
providing of a notice of non-renewal of Mr. Mirro's agreement) by any means
other than at the direction of Mr. Toal in his capacity as Chairman of the Board
of Directors, Chief Executive Officer or President of Dime Savings (but other
than for cause), or even if by Mr. Toal in such capacity but for reasons other
than Mr. Mirro's performance (other than for cause), the enhanced severance
benefits will be payable. If Dime Savings involuntarily terminates Mr. Mirro's
employment other than during the notice period but during the remaining term of
his agreement in effect at the time of the change in control, for any reason
(other than for cause), and by any permitted means (including the providing of a
notice of non-renewal of Mr. Mirro's agreement), the enhanced severance benefits
will be payable.
Where the enhanced severance benefits are payable, they will include
(i) payment equal to three times the sum of Mr. Mirro's annual salary and target
cash incentives for which Mr. Mirro was eligible (for the year in question)
immediately before the termination, and (ii) continuation of life, disability,
medical and dental insurance coverage for the remaining term of his agreement at
the time of the termination, subject to certain conditions. Mr. Mirro's
agreement also includes a provision in these circumstances for exercisability of
all vested options for the remainder of their terms and continued vesting (to
the extent not otherwise subject to accelerated vesting) and exercisability of
all non-vested options as if there had not been a termination of service upon a
change in control (to the extent permitted by the relevant plan under which the
options were granted). In the event of a termination of service triggering
change in control benefits, Mr. Mirro will be eligible for a payment to make up
any amount forfeited under any qualified defined contribution plan of Dime
Bancorp and the related provisions of the Benefit Restoration Plan. If
Mr. Mirro is involuntarily terminated within the term in effect at the time of a
change in control, or if he terminates his employment after a material
downgrading of his duties or responsibilities from those in effect immediately
prior to the change in control or a reduction in his salary, he will fully vest
in his SERP benefits. If he otherwise voluntarily terminates his employment in a
manner making him eligible for the change in control-related enhanced severance
benefits, he will be entitled to a benefit calculated as if he were fully vested
in the Retirement Plan and the related provisions of the Benefit Restoration
Plan (but which benefit would constitute an offset of any other SERP benefits
that may be payable to him).
If Mr. Mirro provides notice of his intent to terminate his employment
within 30 days after a change in control, with that termination to take effect
during the 90-day period starting six months after the change in control (with
the period between Mr. Mirro's notice and his announced
21
termination date referred to again as the notice period), and Dime Savings
terminates Mr. Mirro's employment during the notice period by action of
Mr. Toal in his capacity as Chairman of the Board, Chief Executive Officer or
President of Dime Savings, for reasons of Mr. Mirro's performance (but not
constituting termination for cause), Mr. Mirro will be entitled to all of the
enhanced severance benefits that otherwise apply in the event of an involuntary
termination after a change in control as described above, except that instead of
receiving a payment equal to three times the sum of his annual salary and target
cash incentives for which he was eligible (for the year in question) immediately
before the termination, the payment will be equal to two times such sum.
Amendments to Mr. Mirro's agreement have been approved by Dime whereby
enhanced severance benefits would be payable to Mr. Mirro in the event his
employment is terminated by Dime Savings during the term of his agreement after
any transfer of control of North American that does not otherwise constitute a
change in control of Dime Bancorp or Dime Savings, or if he terminates his
employment during that period after a decrease in his annual salary (to a level
below that which applies before the transfer of control) or a material
downgrading of his duties or responsibilities from those in effect immediately
prior to the transfer of control. For these purposes, a transfer of control of
North American would generally be defined to include certain sales by Dime of a
majority interest in North American's stock or of substantially all of its
assets, or the execution of a binding agreement covering such a sale. If these
benefits become payable, they will include (i) payment equal to three times the
sum of Mr. Mirro's annual salary and target cash incentives for which Mr. Mirro
was eligible (for the year in question) immediately before the termination, and
(ii) continuation of life, disability, medical and dental insurance coverage for
the remaining term of his agreement at the time of the termination, subject to
certain conditions.
Other Agreements. Ms. Patterson and Mr. Munoz are each party to an
employment agreement with Dime Savings, with a current term until March 1, 2003.
Each agreement provides for automatic renewal each March 1st, absent earlier
non-renewal.
Each of the employment agreements with Ms. Patterson and Mr. Munoz provides
for an annual salary that is subject to periodic review and possible increase or
up to a 25% decrease. If the individual becomes permanently disabled and her or
his employment agreement is terminated by Dime Savings for that reason, Dime
Savings will pay the individual her or his annual salary for up to one year,
less the maximum benefit available under Dime's disability insurance coverage
and will generally continue to provide certain benefits for the remaining term
in effect.
Each of these employment agreements provides for SERP participation, with a
pension goal of not less than 50% of average SERP-covered compensation.
Additionally, these employment agreements provide that, if Dime Savings
terminates the individual's employment without cause during the current term of
her or his agreement, she or he is generally entitled to be paid a lump sum
equal to her or his salary (based on the rate of salary as in effect at the
termination date) and bonus (based on bonus opportunity as in effect at the
termination date) through the end of the term of her or his agreement as in
effect at the time of termination of employment (or, if greater, a continuation
of salary and certain benefits for a period of between six and 18 months,
depending on her or his length of employment and her or his age at the time of
termination).
Each of the employment agreements with Ms. Patterson and Mr. Munoz provides
for certain severance payments and benefits following a change in control of
Dime Savings if the employment agreement is terminated by (a) Dime Savings
without cause or (b) the individual during the term in effect at the time of the
change in control after a decrease in her or his annual salary or a material
downgrading in duties or responsibilities. For these purposes, a change in
control is defined in the same manner as under Mr. Toal's agreement. The
benefits to be provided to each of these individuals in such events will be (i)
payment equal to three times the sum of her or his annual salary and target cash
incentives for which she or he was eligible immediately before the termination,
and (ii) continuation of all life, disability, medical, and dental insurance
coverage for the remaining term of the employment agreement at the time of the
termination (as long as continued contributions are made by the employee). These
agreements also include a provision for continued exercisability of all vested
stock options for the remainder of their terms and continued vesting and
exercisability of all non-vested stock options as if there had not been a
termination of service upon a
22
change in control (to the extent permitted by the relevant plan under which the
options were granted). These agreements additionally include a provision for
full vesting of SERP benefits, and a payment to make up any amount forfeited
under any qualified defined contribution plan of Dime Bancorp and the related
provisions of the Benefit Restoration Plan, in the event of a termination of
service triggering change in control benefits.
Ms. Patterson is also party to an Agreement Regarding Initial Employment
Terms, dated June 11, 1996, that provides for a promise of long-term incentive
awards equal in value to 60% of base pay, to the extent approved by the
Compensation Committee, and provides for certain perquisites.
Miscellaneous. Each of the employment agreements for Messrs. Toal,
Burriesci, Mirro and Munoz, and for Ms. Patterson, provides that, if the amounts
become payable other than as a result of events following a change in control
(or, as described above for Mr. Mirro, a transfer of control of North American),
and if those amounts would be deemed to constitute parachute payments within the
meaning of Section 280G of the Internal Revenue Code that would, when added to
other similar amounts, result in an excise tax under Section 4999 of the
Internal Revenue Code, they will be reduced to avoid the imposition of such
excise tax. However, the SERP benefit described above will not be so reduced. In
the event of an eligible termination of employment after a change in control
(or, for Mr. Mirro, a transfer of control of North American), or in the absence
of a change in control (or transfer of control of North American), in the event
that the SERP benefit results in the imposition of such an excise tax (but after
the reduction of other benefits, as described above), Dime Savings will make an
additional payment or payments so as to provide the executive with the benefits
he or she would have received in the absence of such tax. Dime Savings will not
be entitled to a federal income tax deduction for any "excess parachute
payments," including any additional amounts paid pursuant to the "gross-up"
provisions of the respective employment agreements with regard to such taxes.
Each of the foregoing employment agreements includes provisions
conditioning payments thereunder on compliance with statutory and regulatory
restrictions.
Each of Messrs. Toal, Burriesci, Mirro, and Munoz and Ms. Patterson
participates in the Key Executive Life Insurance/Death Benefit Plan of Dime
Savings (the "Key Life Plan"), which provides life insurance coverage during
their employment generally up to six times the sum of the named executive
officer's base salary plus target incentive amounts for the preceding year, for
which the participant pays a scheduled premium. If the participant terminates
employment when eligible to "Retire" (for these purposes, when the participant
retires under the Retirement Plan or otherwise after attaining age 55 and
completing 5 years of service), the life insurance coverage converts into the
right to a death benefit in the same amount for each of the named executive
officers, with no additional contributions required by the participant. If the
participant terminates employment before he or she is eligible to Retire, the
participant may continue life insurance coverage until age 65 by paying the
required premiums and, at that age, can convert to such death benefit, to the
extent such benefit has otherwise vested. A reduced life insurance benefit is
also available after retirement or attainment of age 65, in lieu of the
Bank-paid death benefit. Vesting in the death benefit (or reduced life insurance
benefit) depends on service with Dime as a participant in the Key Life Plan,
with graded vesting over ten years and full vesting upon retirement under the
Retirement Plan or otherwise after attaining age 55 and completing 5 years of
service. Full vesting in the death benefit also applies for certain participants
(including all of the named executive officers) in the event of certain "change
in control" events, as defined in the Key Life Plan, with other change in
control events resulting in full vesting only if the participant's service
terminates involuntarily or after a reduction in salary or a material
downgrading in duties or responsibilities. For Mr. Toal, full vesting occurred
in connection with the merger of Dime Bancorp and Anchor Bancorp.
In addition to the severance payments and benefits described above, awards
of stock options, restricted stock, and certain other stock-based awards to Dime
employees, including the named executive officers, generally vest upon a change
in control of Dime. In addition, officers (including the named executive
officers) who are participants in Dime's Senior Officer Incentive Plan will be
entitled to receive their individual target bonus awards for any performance
period (as defined in the
23
plan) in which a change in control occurs, pro-rated if the officer terminates
employment during the relevant performance period.
Beginning in 1988, Dime has over time established four umbrella trusts, the
purpose of which has been and continues to be to assure the payment of benefits
when due to directors and employees under Dime's existing benefit plans and
arrangements (including employment agreements for executive officers),
notwithstanding a future change in control of Dime. Two of these trusts, one
covering certain benefits for current senior officers as well as continuing
obligations to former senior officers that succeeded trusts originally
established in 1988, and another covering certain benefits for current and past
directors, were established in 1995. The third trust, covering employee
severance and other broad-based benefits, was established in May 2000. Each of
these three trusts provides that, on or prior to a change in control or an
irrevocable election (each as described below), Dime is to provide the trust
with sufficient funds to cover 110% of the present value of the projected cost
of cash-based benefits covered by that trust, plus additional amounts to cover
trust administration costs and other trust-related expenses. Each of these
trusts is administered by an independent Trustee and provides that benefit
payments under the plans and arrangements covered by that trust that are not
paid by Dime when due will be paid by the Trustee out of trust assets. In
addition, a separate benefit protection trust, established in May 2000, is
intended to provide legal support to affected employees if, following a change
in control or an irrevocable election, benefits are not paid when due under Dime
plans and arrangements that are not covered under another umbrella trust. Any
assets of the trusts in excess of those required to cover benefit payments or
other expenses are to be returned to Dime, and all assets of the trusts are
available to satisfy claims of creditors of Dime. Assets of the trusts remain
included on the balance sheet of Dime until used for trust purposes.
Under the trusts, a "change in control" is generally defined to include (1)
the acquisition of more than 35% of the voting power of Dime by any person,
entity or group; (2) if the individuals who were members of the Board of
Directors on July 24, 1997, and others whose appointment or nomination was
recommended by a vote of 2/3 of the directors in office on July 24, 1997 (or by
other directors who themselves previously satisfied this requirement), cease to
constitute a majority of the Board; (3) a merger or consolidation of Dime or any
direct or indirect subsidiary of Dime unless Dime voting securities outstanding
before the event continue to represent (in combination with securities held
under an employee benefit plan of Dime or any subsidiary) at least 65% of the
outstanding voting securities of the surviving entity after the merger or
consolidation, or unless the merger or consolidation was effected solely to
implement a recapitalization of Dime or Dime Savings where no person, entity or
group becomes the owner of 35% or more of the voting securities of Dime or Dime
Savings; and (4) certain sales of substantially all of Dime's consolidated
assets, as well as certain other circumstances specified in the trust
agreements. In addition, the terms of these trusts provide that a directors'
committee, which currently consists (and following a change in control or
irrevocable election will continue to consist) of the present members of Dime's
Compensation Committee, and (under those trusts which relate to employee benefit
plans and arrangements) a management committee, which currently consists (and
following a change in control or irrevocable election will continue to consist)
of Lawrence J. Toal (Dime's Chief Executive Officer), Anthony R. Burriesci
(Dime's Chief Financial Officer), James E. Kelly (Dime's General Counsel), D.
James Daras (Dime's Treasurer) and Arthur C. Bennett (Dime's Chief Human
Resources Officer), may make an "irrevocable election," the effect of which is
generally the same under the trusts as if a change in control had occurred.
Following an irrevocable election or a change in control, decisions as to the
amount, form and timing of payments to be made by the trusts under the covered
benefits may be made by the directors' committee (in the case of plans for the
benefit of directors) or the trust committee (in the case of plans and
arrangements for the benefit of employees), and the plans and arrangements of
Dime covered by the trusts have been amended as necessary to confirm the
authority of the appropriate committee to make such determinations. Members of
these committees will not receive any compensation for serving as such, except
that following termination of their service as directors or officers of Dime,
committee members will receive $1,500 for each meeting attended in person and
$1,000 for each meeting attended by telephone conference. Only one fee will be
paid for concurrent or consecutive meetings.
24
COMPARISON OF FIVE YEAR RETURN TO STOCKHOLDERS
Set forth below is a line-graph presentation comparing, for the period
commencing on the market close on December 31, 1994 through and including
December 31, 1999, the yearly percentage change in Dime's cumulative total
stockholder return with the cumulative total return of the Standard & Poor's 500
Stock Index and the Standard & Poor's Financial Index.(1)
[LINE GRAPH APPEARS HERE]
Dec 94 Dec 95 Dec 96 Dec 97 Dec 98 Dec 99
------ ------ ------ ------ ------ ------
DIME BANCORP, INC. $100.00 $150.00 $190.32 $392.69 $343.09 $199.89
S&P 500 $100.00 $137.58 $169.03 $225.44 $289.79 $350.78
S&P FINANCIAL INDEX $100.00 $143.72 $189.49 $275.49 $301.88 $308.49
- ------------------
(1) Assumes $100 invested on December 31, 1994 in each of Dime's common stock,
the S&P 500 Stock Index, and the S&P Financial Index. Total return assumes
reinvestment of dividends and other distributions.
CERTAIN TRANSACTIONS
Ira T. Wender, a director, is the sole owner of Ira T. Wender, P.C., which
has provided service as of counsel to the law firm of Patterson, Belknap, Webb &
Tyler LLP since January 1994. Patterson, Belknap, Webb & Tyler LLP provided
legal services to Dime in 1999 involving general corporate, commercial real
estate lending, litigation, executive compensation and employee benefit matters.
Dime has retained that firm to provide legal services during 2000 but cannot at
present reasonably estimate the amount of related legal fees to be incurred.
In January 1997, Dime Savings entered into an agreement with Teamwork
Management, Inc., a corporation wholly owned by Richard W. Dalrymple, a director
of Dime, pursuant to which Teamwork Management provides Dime Savings with
certain executive recruiting services. It is currently contemplated that Dime
Savings may give additional recruiting assignments to Teamwork Management in the
future. However, because the nature and amount of such additional assignments,
if any, are not currently known, Dime cannot at present reasonably estimate the
amount of any payments that may be made to Teamwork Management in consideration
for such future services.
25
LOANS TO MANAGEMENT
Directors and officers of Dime and its associates were customers of and had
transactions, including loans, with Dime Savings in the ordinary course of
business during 1999. All of such loans were made on substantially the same
terms, including interest rates and collateral, as those prevailing at the time
for comparable transactions with unaffiliated persons (except that Dime Savings'
policy is to waive certain closing costs with respect to mortgage loans made to
employees), and none of such transactions involved more than the normal risk of
collectability or presented other unfavorable features.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
Dime Bancorp's directors and specified officers to file reports of ownership and
changes in ownership of their equity securities of Dime Bancorp with the SEC and
the NYSE and to furnish Dime Bancorp with copies of all such reports.
Based solely upon a review of the copies of these Form 3, 4, and 5 reports
and amendments thereto received by Dime Bancorp, and certain written
representations received from such persons, Dime Bancorp believes that all
applicable filing requirements were complied with for 1999 and does not know of
any such persons who may have failed to file on a timely basis any required
form, except as follows: John Morning, a director of Dime, did not timely file a
Form 4 reflecting the sale of 2,500 shares of Dime's common stock on August 5,
1999 and D. James Daras, an executive officer of Dime, did not timely file a
Form 5 reporting the receipt of a gift of 300 shares of Dime's common stock by a
trust for the benefit of his minor son on September 3, 1998.
26
STOCK OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth information as of May 18, 2000 (except as
noted below) as to Dime's common stock owned by (a) each of Dime Bancorp's
current directors, (b) each of the named executive officers, (c) all of Dime
Bancorp's directors and executive officers as a group, and (d) each person who,
to Dime Bancorp's knowledge, beneficially owned more than 5% of Dime's
outstanding common stock.
SHARES OF PERCENT OF
COMMON STOCK OUTSTANDING
BENEFICIALLY COMMON
NAME OF BENEFICIAL OWNER (AND ADDRESS OF OWNERS OF MORE THAN 5%) OWNED(1) STOCK
- -------------------------------------------------------------------- ------------- -----------
Lawrence J. Toal.................................................... 1,128,984(2) *
Derrick D. Cephas................................................... 11,500(3) *
Frederick C. Chen................................................... 22,360 *
J. Barclay Collins II............................................... 9,500 *
Richard W. Dalrymple................................................ 19,049 *
James F. Fulton..................................................... 13,662(4) *
Sally Hernandez-Pinero.............................................. 6,600 *
Fred B. Koons....................................................... 153,230 *
Virginia M. Kopp.................................................... 17,745(5) *
James M. Large, Jr.................................................. 409,776 *
John Morning........................................................ 8,405 *
Margaret Osmer-McQuade.............................................. 29,238(6) *
Paul A. Qualben..................................................... 30,506 *
Eugene G. Schulz, Jr................................................ 19,658 *
Howard Smith........................................................ 58,500 *
Norman R. Smith..................................................... 9,500 *
Ira T. Wender....................................................... 26,375(7) *
Anthony R. Burriesci................................................ 334,820 *
Richard A. Mirro.................................................... 262,942 *
Carlos R. Munoz..................................................... 140,950 *
Peyton R. Patterson................................................. 165,132 *
All directors and executive officers as a group 3,525,684 3.16%
(24 persons)......................................................
J.P. Morgan & Co. Incorporated ..................................... 7,058,056(8) 6.37%
60 Wall Street
New York, NY 10260
Wellington Management Company, LLP ................................. 6,951,800(9) 6.13%
75 State Street
Boston, MA 02109
Vanguard Windsor Funds ............................................. 6,859,200(10) 6.04%
c/o Wellington Management Company, LLP
75 State Street
Boston, MA 02109
27
(Footnotes on next page)
(Footnotes from previous page)
- ------------------
* Less than 1%.
(1) The directors, executive officers, and group named in the table above have
sole or shared voting power or investment power with respect to the shares
listed in the table. The share amounts listed include shares of Dime's
common stock that the following persons have the right to acquire within
60 days from May 18, 2000: Lawrence J. Toal, 762,858; each of Derrick D.
Cephas, Frederick C. Chen, James F. Fulton, Sally Hernandez-Pinero,
Virginia M. Kopp, John Morning, Margaret Osmer-McQuade, Paul A. Qualben,
and Ira T. Wender, 1,500; each of J. Barclay Collins II, Richard W.
Dalrymple, Eugene G. Schulz, Jr., Howard Smith, and Norman R. Smith, 4,500;
Fred B. Koons, 101,700; James M. Large, Jr., 256,834; Anthony R. Burriesci,
208,700; Richard A. Mirro, 173,200; Carlos R. Munoz, 92,600; Peyton R.
Patterson, 96,767; and all current directors and executive officers as a
group, 2,163,294. These numbers reflect all of the outstanding stock
options held by each of the foregoing persons. Under the terms of the stock
incentive plans pursuant to which these options were granted, an event
requiring the vesting of all unexercisable stock options has occurred in
connection with North Fork's hostile tender offer to acquire Dime's common
stock and therefore, all of the previously unexercisable options became
exercisable.
(2) Includes 334 shares held by Mr. Toal's spouse, as to which he disclaims
beneficial ownership.
(3) Includes an aggregate of 2,000 shares owned by or in trust for Mr. Cephas'
children, as to which he disclaims beneficial ownership.
(4) Includes an aggregate of 832 shares owned by or in trust for Mr. Fulton's
spouse, as to which he disclaims beneficial ownership.
(5) Includes an aggregate of 3,000 shares owned by or in trust for Mrs. Kopp's
spouse, as to which she disclaims beneficial ownership.
(6) Includes 7,000 shares owned in trust for Ms. Osmer-McQuade's spouse, as to
which she disclaims beneficial ownership.
(7) Includes 3,000 shares held by Mr. Wender's spouse, as to which he disclaims
beneficial ownership.
(8) The information as to J.P. Morgan & Co. Incorporated is derived from a
Schedule 13G, filed by J.P. Morgan on February 10, 2000, which states that,
as of December 31, 1999, J.P. Morgan, directly or through certain of its
subsidiaries, including Morgan Guaranty Trust Company of New York,
J.P. Morgan Investment Management, Inc., J.P. Morgan Florida Federal
Savings Bank and Morgan Tokyo Bank, had sole voting power with regard to
4,448,620 of the shares indicated above, shared voting power with regard to
none of such shares, sole dispositive power with regard to 6,901,456 of
such shares, and shared dispositive power with regard to none of such
shares.
(9) The information as to Wellington Management Company, LLP is derived from a
Schedule 13G, filed by Wellington on February 11, 2000, which states that,
as of December 31, 1999, Wellington, directly or through its subsidiary,
Wellington Trust Company, NA, had sole voting power with regard to none of
the shares indicated above, shared voting power with regard to 2,600 of
such shares, sole dispositive power with regard to none of such shares, and
shared dispositive power with regard to 6,951,800 of such shares. The
6,951,800 shares beneficially held by Wellington includes 6,859,200 shares
beneficially held by Vanguard Windsor Funds (see note (11) below).
(10) The information as to Vanguard Windsor Funds is derived from a Schedule
13G, filed by Vanguard on February 8, 2000, which states that, as of
December 31, 1999, Vanguard had sole voting power with regard to 6,859,200
of the shares indicated above, shared voting power with regard to none of
such shares, sole dispositive power with regard to none of such shares, and
shared dispositive power with regard to 6,859,200 of such shares. These
shares are included in the 6,951,800 shares beneficially held by Wellington
(see note (10) above).
28
2001 ANNUAL MEETING STOCKHOLDER PROPOSALS
In order to be considered for inclusion in Dime Bancorp's proxy statement
for the annual meeting of stockholders to be held in 2001, all stockholder
proposals must be submitted to the Secretary of Dime Bancorp at its offices at
589 Fifth Avenue, New York, New York 10017, on or before February 12, 2001.
Under Dime Bancorp's by-laws, stockholder nominations for director and
stockholder proposals not included in Dime Bancorp's 2001 proxy statement, in
order to be considered for possible action by stockholders at the 2001 annual
meeting, must be submitted to the Secretary of Dime Bancorp, at the address set
forth above, not less than 60 nor more than 90 days in advance of June 12, 2001.
In addition, stockholder nominations and stockholder proposals must meet other
applicable criteria set forth in the by-laws of Dime Bancorp in order to be
considered at the 2001 annual meeting.
The Board of Directors will review any stockholder proposals that are filed
as required and will determine whether such proposals meet applicable criteria
for consideration at the 2001 annual meeting.
INDEPENDENT PUBLIC ACCOUNTANTS
KPMG LLP, certified public accountants, audited Dime's consolidated
financial statements for the year ended December 31, 1999, for which it was paid
$638,950. Dime's Board of Directors has appointed KPMG to continue to audit
Dime's consolidated financial statements for the year 2000. It is expected that
representatives of KPMG will be present at the annual meeting. They will have an
opportunity to make a statement if they desire to do so and are expected to be
available to respond to appropriate questions from stockholders.
OTHER MATTERS
The Board of Directors does not know of any other matters that are likely
to be brought before the annual meeting. If any other matters, not now known,
properly come before the meeting or any adjournments, the persons named in the
enclosed proxy card, or their substitutes, will vote the proxy in accordance
with their judgment on such matters. Under the by-laws of Dime Bancorp, no new
business or proposals submitted by stockholders shall be acted upon at the
annual meeting unless such business or proposal was stated in writing and filed
with the Secretary of Dime Bancorp not earlier than January 1, 2000 and not
later than January 31, 2000. No new business or proposals were submitted within
this time period.
SOLICITATION AND EXPENSES
Unfortunately, as a result of North Fork's announced intention to solicit
proxies to withhold authority with respect to Dime's director nominees at the
annual meeting, Dime's proxy solicitation will be costly. While no precise
estimate of this cost can be made at the present time, Dime currently estimates
that it will spend about $700,000 over and above the normal costs associated
with its solicitation of proxies in connection with its annual meeting. These
costs include expenditures for attorneys, public relations and financial
advisors, proxy solicitors, advertising, printing and other costs incidental to
the solicitation but exclude salaries and wages of officers and directors. To
date, Dime has expended approximately $10,000.
All costs in connection with the solicitation of the enclosed proxy will be
paid by Dime. Dime has retained Innisfree M&A Incorporated, a professional proxy
solicitation firm, to assist in the solicitation of proxies. It is currently
expected that Innisfree will be paid a fee of from $50,000 to $150,000,
depending on North Fork's actions. Additionally, Innisfree will be entitled to
reimbursement for the reasonable cost of its expenses on Dime's behalf. Dime
estimates that approximately 50 employees of Innisfree will be involved in the
solicitation of proxies on behalf of the Company.
In addition to the solicitation of proxies by mail, proxies may be
solicited by directors and officers of Dime, by personal interview, telephone,
facsimile, electronic transmission, and mail; but they will not receive any
additional compensation for this work. Brokerage houses, banks and other
fiduciaries will be requested to forward the soliciting material to their
principals and obtain authorization for the execution of proxies and will be
reimbursed for their reasonable out-of-pocket expenses.
Additional information concerning the participants in the solicitation of
proxies is included in Annex A to this proxy statement.
29
[THIS PAGE INTENTIONALLY LEFT BLANK]
ANNEX A
INFORMATION CONCERNING "PARTICIPANTS"
DIRECTORS AND CERTAIN OFFICERS OF DIME
Dime, its directors and its officers listed below may be deemed to be
"participants" in Dime's solicitation of proxies from Dime stockholders in
connection with its annual meeting of stockholders. This section provides
information regarding these persons and their associates.
Name, Business Address, Principal Occupation and Stock Ownership. The
following table sets forth the names and current business addresses of the
directors and named executive officers of Dime discussed in the accompanying
proxy statement (each of which may be deemed a participant). Information
regarding the principal business occupation and the number of shares of Dime
common stock beneficially owned, directly or indirectly, by them as of May 18,
2000 is located in the accompanying proxy statement.
NAME AND BUSINESS ADDRESS
- ---------------------------------------------------------
Lawrence J. Toal
Dime Bancorp, Inc.
589 Fifth Avenue
New York, NY 10017
Derrick D. Cephas
Cadwalader, Wickersham & Taft
100 Maiden Lane
New York, NY 10038
Frederick C. Chen
c/o Dime Bancorp, Inc.
589 Fifth Avenue
New York, NY 10017
J. Barclay Collins II
Amerada Hess Corporation
1185 Avenue of the Americas
New York, NY 10036
Richard W. Dalrymple
Teamwork Management, Inc.
70 West Red Oak Lane
White Plains, NY 10604
James F. Fulton
Fulton + Partners, Inc.
27 Lincoln Road
Charlestown, RI 02813
Sally Hernandez-Pinero
The Related Companies, L.P.
625 Madison Avenue
New York, NY 10022
Fred B. Koons
North American Mortgage Company
6200 Courtney Campbell Causeway
Tampa, FL 33607
Virginia M. Kopp
c/o Dime Bancorp, Inc.
589 Fifth Avenue
New York, NY 10017
NAME AND BUSINESS ADDRESS
- ---------------------------------------------------------
James M. Large, Jr.
Dime Bancorp, Inc.
589 Fifth Avenue
New York, NY 10017
John Morning
John Morning Design, Inc.
333 East 45th Street, #11F
New York, NY 10017
Margaret Osmer-McQuade
Qualitas International
125 East 72nd Street, #7D
New York, NY 10021
Paul A. Qualben, M.D.
246 76th Street
Brooklyn, NY 11209
Eugene G. Schulz, Jr.
c/o Dime Bancorp, Inc.
589 Fifth Avenue
New York, NY 10017
Howard Smith
Virginia Dare Extract Co.
882 Third Avenue
Brooklyn, NY 11232
Norman R. Smith
Office of the President
Wagner College
631 Howard Avenue
Staten Island, NY 10301
Ira T. Wender
Patterson, Belknap, Webb & Tyler LLP
1133 Avenue of the Americas
New York, NY 10036
Anthony R. Burriesci
Dime Bancorp, Inc.
589 Fifth Avenue
New York, NY 10017
A-1
In addition, for those Dime officers who may be deemed to be participants
but who are not mentioned elsewhere in the accompanying proxy statement, the
following table sets forth their name, business address, principal business
occupation (all of which are with Dime) and the number of shares of Dime common
stock beneficially owned, directly or indirectly, by them as of May 18, 2000.
SHARES OF COMMON STOCK
NAME AND BUSINESS ADDRESS PRINCIPAL BUSINESS OCCUPATION BENEFICIALLY OWNED(1)
- -------------------------- ----------------------------------- ----------------------
Gene C. Brooks Corporate Secretary and Senior 69,318
Dime Bancorp, Inc. Legal Advisor
589 Fifth Avenue
New York, NY 10017
James E. Kelly General Counsel 57,252
Dime Bancorp, Inc.
589 Fifth Avenue
New York, NY 10017
Franklin L. Wright Executive Center Director and 46,632(2)
Dime Bancorp, Inc. Investor Relations Executive
589 Fifth Avenue
New York, NY 10017
- ------------------
(1) The individuals named in the table above have sole or shared voting power or
investment power with respect to the shares listed in the table.
(2) Includes 6,124 shares held by Mr. Wright's spouse, as to which he disclaims
beneficial ownership.
None of the foregoing participants owns any shares of Dime common stock of
record but not beneficially.
Certain fundings. Except as described in the accompanying proxy statement
or in this annex, as of May 26, 2000 no part of the purchase price or market
value of the shares owned by participants listed above or in the proxy statement
is represented by funds borrowed or otherwise obtained for the purpose of
acquiring or holding Dime common stock. In 1998, in connection with the granting
of rights to purchase shares of restricted stock under Dime's stock-based
employee benefit plans, the following individuals received a cash award equal to
the aggregate purchase price of the restricted stock: Gene C. Brooks,
$27,561.57; and James E. Kelly, $22,023.21. In addition, as of May 26, 2000,
Mr. Toal had 148,383 shares of Dime common stock in a margin account with
related margin debt of $1,014,971.86.
A-2
History of Purchases and Sales. The following table sets forth purchases
and sales of Dime common stock by each of the participants listed above since
May 18, 1998, including the dates and amounts of such transactions.
OFFICER PARTICIPANTS
AMOUNT
NAME DATE PURCHASED (SOLD)
- --------------------------------------------------------------------- -------- ----------------
Gene C. Brooks....................................................... 05/18/98 10,000
06/04/98 (15,058)(1)
06/24/99 4,000 (2)
06/24/99 (4,000)
06/30/99 1,500 (2)
09/22/99 4,000 (2)
09/22/99 (4,000)
11/12/99 2,000 (2)
03/13/00 2,625 (2)
03/13/00 28,800 (2)
03/31/00 2,600 (2)
05/31/00 10,000 (2)
Anthony R. Burriesci................................................. 03/01/00 6,300 (2)
03/01/00 58,900 (2)
James E. Kelly....................................................... 04/29/99 998 (2)
04/29/99 1,710 (2)
04/29/99 1,140 (2)
04/29/99 1,425 (2)
04/29/99 1,283 (2)
04/29/99 713 (2)
04/29/99 713 (2)
04/29/99 600 (2)
04/29/99 700 (2)
04/29/99 500 (2)
04/29/99 3,000 (2)
04/29/99 2,000 (2)
04/29/99 (9,144)
03/01/00 3,675 (2)
03/01/00 32,300 (2)
Lawrence J. Toal..................................................... 03/13/00 15,750 (2)
03/13/00 144,000 (2)
A-3
AMOUNT
NAME DATE PURCHASED (SOLD)
- --------------------------------------------------------------------- -------- ---------------
Franklin L. Wright................................................... 05/26/98 2,000 (2)
05/26/98 (2,000)
07/27/98 3,114 (2)
07/27/98 (3,114)
08/24/98 2,000 (2)
08/24/98 (2,000)
04/28/99 3,000 (2)
04/28/99 (3,000)
06/24/99 2,836 (2)
06/24/99 (2,836)
09/29/99 2,157 (2)
09/29/99 (2,157)
09/29/99 843 (2)
04/27/00 2,850 (2)
05/18/00 26,400 (2)
05/18/00 2,625 (2)
- ------------------
(1) By trustee of 401(k) plan
(2) Exercise of award under employee stock-based benefit plan
DIRECTOR PARTICIPANTS
AMOUNT
NAME DATE PURCHASED (SOLD)
- -------------------------------------------------------------------- -------- ----------------
Derrick D. Cephas................................................... 07/13/98 1,000 (1)
06/09/99 1,000 (1)
09/27/99 2,000 (2)
01/11/00 3,000 (1)
03/01/00 2,000 (1)
Frederick C. Chen................................................... 07/14/98 1,000 (1)
08/28/98 4,275 (1)
06/21/99 1,000 (1)
03/06/00 2,000 (1)
J. Barclay Collins II............................................... 07/15/98 1,000 (1)
06/29/99 1,000 (1)
03/01/00 2,000 (1)
Richard W. Dalrymple................................................ 06/15/98 (7,000)
07/16/98 1,000 (1)
09/22/98 (4,000)
09/22/98 (1,000)
12/31/98 (5,000)
12/31/98 (1,000)
06/09/99 1,000 (1)
06/14/99 (6,000)
09/30/99 (4,000)
11/16/99 (4,000)
12/22/99 (3,000)
03/01/00 2,000 (1)
James F. Fulton..................................................... 07/15/98 1,000 (1)
06/11/99 1,000 (1)
02/29/00 2,000 (1)
A-4
AMOUNT
NAME DATE PURCHASED (SOLD)
- -------------------------------------------------------------------- -------- --------
Sally Hernandez-Pinero.............................................. 08/10/98 1,000 (1)
06/11/99 1,000 (1)
03/16/00 2,000 (1)
Fred B. Koons....................................................... 11/12/98 (772)(3)
Virginia M. Kopp.................................................... 07/23/98 1,000 (1)
06/11/99 1,000 (1)
05/18/00 2,000 (1)
James M. Large, Jr.................................................. 07/15/98 1,000 (1)
07/20/98 (60,500)
07/21/98 (64,500)
07/24/98 154,500 (1)
07/24/98 (6,000)
07/24/98 (50,000)
07/24/98 (27,500)
07/24/98 (25,000)
07/24/98 (28,000)
07/24/98 (4,000)
07/24/98 (14,000)
07/27/98 22,500 (1)
07/27/98 (22,500)
06/10/99 1,000 (1)
05/18/00 2,000 (1)
John Morning........................................................ 07/24/98 1,000 (1)
06/11/99 1,000 (1)
08/05/99 (2,500)
09/08/99 (2,500)
03/01/00 2,000 (1)
Margaret Osmer-McQuade.............................................. 08/04/98 1,000 (1)
06/30/99 (250)(4)
07/22/99 1,000 (1)
03/01/00 2,000 (1)
Paul A. Qualben..................................................... 06/02/98 3,000 (1)
07/13/98 1,000 (1)
06/09/99 1,000 (1)
Eugene G. Schulz, Jr................................................ 07/14/98 1,000 (1)
06/15/99 1,000 (1)
05/18/00 2,000 (1)
Howard Smith........................................................ 07/14/98 1,000 (1)
06/10/99 1,000 (1)
02/29/00 2,000 (1)
Norman R. Smith..................................................... 07/14/98 1,000 (1)
06/10/99 1,000 (1)
03/02/00 2,000 (1)
A-5
AMOUNT
NAME DATE PURCHASED (SOLD)
- -------------------------------------------------------------------- -------- --------
Ira T. Wender....................................................... 07/30/98 1,000 (1)
05/28/99 2,000 (5)
06/29/99 1,000 (1)
12/14/99 (2,000)(4)
12/21/99 1,000 (6)
12/21/99 1,000 (5)
03/03/00 2,000 (1)
(1) Exercise of award under stock-based benefit plan
(2) By trusts for benefit of minor children
(3) By trustee of 401(k) plan
(4) Gift
(5) By spouse
(6) By trustee of pension plan
Additional Information. Except as described in the accompanying proxy
statement or in the tables above, none of the participants listed in the tables
nor any of their respective associates (collectively, "participant associates")
(i) beneficially owns, directly or indirectly, any securities of Dime or any
subsidiary of Dime or (ii) has had any relationship with Dime in any capacity
other than as a stockholder, director, officer, or employee of Dime.
Furthermore, except as described in the accompanying proxy statement, no
participant or participant associate is either a party to any transaction or
series of transactions since January 1, 1999 or has knowledge of any currently
proposed transaction or series of transactions (i) to which Dime or any of its
subsidiaries was or is a party, (ii) in which the amount involved exceeds
$60,000, and (iii) in which any participant or participant associate had or will
have a direct or indirect material interest.
Except as described in the accompanying proxy statement or in this annex,
no participant or participant associate has entered into any agreement or
understanding with any person with respect to any (i) future employment by Dime
or its affiliates or (ii) any future transactions to which Dime or any of its
affiliates will or may be a party. Each of Messrs. Brooks, Kelly and Wright is a
party to an employment agreement with Dime Savings. The terms of these
employment agreements are substantially similar to the terms of the employment
agreements for Ms. Patterson and Mr. Munoz described in the accompanying proxy
statement.
Except as described in the accompanying proxy statement or in this annex,
no participant or participant associate is (or within the past year was) a party
to any contract, arrangement, or understanding with any person with respect to
any of Dime's securities.
None of the participants has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) during the past ten
years.
OTHER PERSONS
Credit Suisse First Boston. Dime has retained Credit Suisse First Boston
as its lead financial advisor with respect to North Fork's hostile offer and any
strategic initiatives that Dime may initiate as a result of North Fork's hostile
offer. During the course of this engagement, Credit Suisse First Boston and its
representatives may participate in activities or conduct analyses designed to
assist Dime in soliciting or making recommendations to Dime's stockholders and
may render opinions to Dime. Representatives of Credit Suisse First Boston
participating in such activities may include Michael Martin and P. Oliver
Sarkozy. Dime agreed to pay Credit Suisse First Boston the following fees:
(i) $1 million on March 6, 2000, (ii) $1 million on March 31, 2000,
(iii) $2 million if North Fork's hostile offer is withdrawn, terminated or
expires, (iv) if, during the engagement or within 18 months after it, any third
party (including North Fork) acquires Dime, acquires 50% or more of Dime's
outstanding voting stock or acquires all or a substantial portion of Dime's
assets, or Dime enters into an agreement for any similar transaction, a
transaction fee of 0.75% of the total consideration in the
A-6
transaction, payable in installments (all other fees described above will be
credited against this transaction fee), and (v) market-rate fees for any
advisory services not covered by other fees Dime and Credit Suisse First Boston
have agreed.
Dime has also agreed to indemnify Credit Suisse First Boston and related
persons and entities against various liabilities, including liabilities under
federal securities laws, arising out of Credit Suisse First Boston's engagement
and to reimburse Credit Suisse First Boston for its reasonable out-of-pocket
expenses, including reasonable fees and expenses of its legal counsel.
Dime has also agreed to offer Credit Suisse First Boston a lead role when
considering any restructuring, financing, foreign exchange, derivatives
transaction, public offering or private placement in connection with the
transactions contemplated by Credit Suisse First Boston's engagement.
In the ordinary course of its business, Credit Suisse First Boston and its
affiliates may actively trade the debt and equity securities of Dime and North
Fork and their affiliates for their own accounts and for the accounts of
customers and, accordingly, may at any time hold a long or short position in
these securities. Credit Suisse First Boston has informed Dime that, as of
June 5, 2000, Credit Suisse First Boston and its affiliates maintained a
position in 52,200 shares of Dime common stock for their own account. Credit
Suisse First Boston and certain of its affiliates also may have voting or
dispositive power with respect to certain shares of Dime common stock or other
securities of Dime held in asset management, brokerage, fiduciary or other
accounts, but Credit Suisse First Boston and its affiliates disclaim beneficial
ownership of such securities.
In the past, Credit Suisse First Boston provided financial advisory and
financial services to Dime and its affiliates and received customary fees for
those services. The address of Credit Suisse First Boston is 11 Madison Avenue,
New York, New York 10010.
Merrill Lynch & Co. Dime also has retained Merrill Lynch & Co. to serve as
financial advisor in connection with North Fork's hostile offer. In its
engagement, Merrill Lynch and its representatives may participate in activities
or conduct analyses designed to assist Dime in soliciting or making
recommendations to Dime's stockholders and may render opinions to Dime.
Representatives of Merrill Lynch participating in such activities may include
Michael Barry, John Esposito and Tito Citarella. Dime has agreed to pay Merrill
Lynch the following fees: (i) $250,000 on March 15, 2000, (ii) $2 million upon
North Fork abandoning its current offer for Dime (to be credited against any
additional fees below), (iii) if, during Merrill Lynch's engagement or within
18 months after it, but no later than December 31, 2001, any acquisition
transaction (other than the Dime-Hudson merger) is completed or Dime enters into
a definitive agreement which results in an acquisition transaction (not
including the Dime-Hudson merger), an additional fee of 0.50% of the total
purchase price in the acquisition transaction payable in installments at signing
and closing and (iv) if Dime does not enter into or complete an acquisition
transaction prior to December 31, 2001, a fee of $5 million payable on
December 31, 2001 (and any fees which Merrill Lynch may receive as financial
advisor in the divestiture of any of Dime's businesses will be credited against
this fee).
Dime also has agreed to reimburse Merrill Lynch for its reasonable
out-of-pocket expenses incurred in connection with Merrill Lynch's activities
under the letter agreement, including the reasonable fees and disbursements of
its legal counsel.
Dime also has agreed to indemnify Merrill Lynch and its affiliates and
their respective directors, officers, employees, agents or controlling persons
against losses, claims, damages and liabilities (including reasonable expenses
incurred) to which these parties may become subject, including under federal
securities laws, and related to or arising out of the Dime-Hudson merger, the
North Fork hostile offer, any acquisition transaction and the services of
Merrill Lynch under the letter agreement, other than for bad faith or gross
negligence on the part of Merrill Lynch.
In addition, during Merrill Lynch's engagement, Dime has agreed to offer a
co-lead role to Merrill Lynch in any financing, public offering, private
placement, tender offer, repurchase, recapitalization,
A-7
extraordinary dividend, spin-off, divestiture, consent solicitation or foreign
exchange or derivatives transaction in connection with Merrill Lynch's
engagement.
In the ordinary course of its business, Merrill Lynch and its affiliates
may actively trade the debt and equity securities of Dime and North Fork for
their own accounts and for the accounts of customers and, accordingly, may at
any time hold a long or short position in these securities. Merrill Lynch has
informed Dime that, as of May 31, 2000, Merrill Lynch and its affiliates
maintained a position in 7,300 shares of Dime common stock for their own
account. Merrill Lynch and certain of its affiliates also may have voting or
dispositive power with respect to certain shares of Dime common stock or other
securities of Dime held in asset management, brokerage, fiduciary or other
accounts, but Merrill Lynch and its affiliates disclaim beneficial ownership of
such securities.
In the past, Merrill Lynch provided financial advisory and financial
services to Dime and its affiliates and received customary fees for those
services. The address of Merrill Lynch is World Financial Center, North Tower,
New York, New York 10281.
Innisfree M&A Incorporated. Dime has also made arrangements with Innisfree
M&A Incorporated to assist in soliciting proxies in connection with Dime's
annual meeting of stockholders and in connection with its communications to
stockholders with respect to North Fork's hostile offer. Additional information
regarding Innisfree's engagement is set forth in the accompanying proxy
statement. As of May 31, 2000, Innisfree does not own, beneficially or of
record, any securities of Dime. The address of Innisfree is 501 Madison Avenue,
20th Floor, New York, New York 10022.
Gavin Anderson & Company. Dime also retains Gavin Anderson & Company as
its regular public relations firm for public and press announcements. In the
context of the North Fork's hostile offer, Gavin Anderson will assist Dime with
its communications to stockholders and the public. Gavin Anderson receives
compensation based on the time it has spent on the project and is reimbursed for
reasonable expenses. As part of the ongoing retention arrangement, Dime pays
Gavin Anderson a minimum retainer of $10,000 per month, all of which is applied
to the hourly fees charged for their services. As of May 31, 2000, Gavin
Anderson does not own, beneficially or of record, any securities of Dime. The
address of Gavin Anderson is 220 East 42nd Street, 4th Floor, New York, New York
10017.
Abernathy MacGregor Group. The Abernathy MacGregor Group, a public
relations firm, has typically been retained by Dime in conjunction with special
financial projects. In September 1999, Dime retained Abernathy MacGregor for one
year in connection with public and press relations and presentations regarding
the proposed Dime-Hudson merger. In the context of North Fork's hostile offer,
Abernathy MacGregor will assist Dime with its communications to stockholders and
the public. Abernathy MacGregor receives compensation based on the time it has
spent on the project and is reimbursed for reasonable expenses. As part of the
retention arrangement, Dime pays Abernathy MacGregor a minimum retainer of
$5,000 per month, all of which is applied to the hourly fees charged for their
services. As of May 31, 2000, Abernathy MacGregor does not own, beneficially or
of record, any securities of Dime. The address of Abernathy MacGregor is
501 Madison Avenue, New York, New York 10022.
Status as Participants. None of Credit Suisse First Boston, Merrill Lynch,
Innisfree, Gavin Anderson or Abernathy MacGregor hereby admits or believes that
it or any of its partners, managing directors, directors, officers, employees,
affiliates or controlling persons is a "participant" as defined in Schedule 14A
under the Securities Exchange Act of 1934 or that Schedule 14A requires the
disclosure of any information regarding it.
A-8
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[LOGO] 2000 ANNUAL MEETING
DIME BANCORP, INC.
c/o Innisfree M&A Incorporated
P.O. Box 5155
FDR Station
New York, NY 10150-5155
ADMISSION TICKET
You are cordially invited to attend the 2000 Annual Meeting of Stockholders of
Dime Bancorp, Inc. on Friday, July 14, 2000 at Chelsea Piers, Pier 60, 23rd
Street and Hudson River, New York, New York. The meeting will begin at 10:00
a.m., Eastern Daylight Time. Admission is limited to stockholders of Dime. This
ticket should be presented at the meeting, together with proof of stock
ownership, to expedite registration.
Please arrive early and present this ticket and proof of stock ownership.
If you need an admission ticket, please call our proxy solicitor,
Innisfree M&A Incorporated, at (888) 750-5834 and request that
they send one to you.
- --------------------------------------------------------------------------------
REVOCABLE PROXY
DIME BANCORP, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE 2000 ANNUAL MEETING OF STOCKHOLDERS
The undersigned hereby appoints Lawrence J. Toal, James E. Kelly and Gene C.
Brooks as proxies, severally, each with the power to appoint a substitute, and
hereby authorizes them to represent and to vote all the shares of common stock
of Dime Bancorp, Inc. held of record by the undersigned on May 18, 2000 as
directed and, in their discretion, on all other matters that may properly come
before the Annual Meeting of Stockholders to be held on July 14, 2000 and any
adjournments or postponements thereof.
This proxy, when properly executed, will be voted in the manner directed by the
stockholder. If no direction is given, this proxy will be voted for each of the
nominees for election as director named below.
Your vote for or against the election of the entire slate of nominees for
director may be indicated on the reverse side. The nominees are:
J. Barclay Collins II, James F. Fulton, Virginia M. Kopp,
Sally Hernandez-Pinero and Lawrence J. Toal
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), WRITE THEIR
NAME(S) ON THE LINE PROVIDED ON THE REVERSE SIDE.
[SEE REVERSE] TO BE SIGNED ON REVERSE SIDE [SEE REVERSE]
SIDE SIDE
Please mark
votes as indicated in
[X] this example
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1.
1. Election of Directors (vote regarding the entire slate)
Nominees: J. Barclay Collins II, James F. Fulton,
Virginia M. Kopp, Sally Hernandez-Pinero
and Lawrence J. Toal
FOR ALL [ ] WITHHELD [ ]
NOMINEES FROM ALL
NOMINEES
MARK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]
[ ] -------------------------------------
For all nominees except as noted above MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
Please sign, date, and return this card promptly in the
enclosed envelope. Please sign exactly as your name appears
hereon. When sharesare held by joint tenants, both should
sign. When signing as attorney, executor, administrator,
trustee, or guardian, please give full title as such. If a
corporation, please sign full corporate name by President or
other authorized officer. If a partnership, please sign in
partnership name by authorized person.
Signature:____________________________ Date: _________________ Signature:___________________________ Date:___________________