SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 28, 2000
--------------
Dime Bancorp, Inc.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 001-13094 11-3197414
- -------------------------- ---------------- -------------------
(State or Other Jurisdiction) (Commission (IRS Employer
File Number) Identification No.)
589 Fifth Avenue
New York, New York 10017
- -------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 326-6170
--------------
Not applicable
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
------------
On April 28, 2000, Dime Bancorp, Inc. ("Dime") entered into a
Termination, Option Cancellation and Settlement Agreement (the "Termination
Agreement") between Hudson United Bancorp and Dime. This current report on Form
8-K includes the Termination Agreement.
On April 28, 2000, Dime issued the following press release:
DIME-HUDSON UNITED TERMINATE MERGER AGREEMENT
New York, NY and Mahwah, NJ -- April 28, 2000 -- Dime Bancorp, Inc.
(NYSE:DME) and Hudson United Bancorp (NYSE:HU) announced today that they had
mutually agreed to terminate their pending merger agreement.
Dime and Hudson United also agreed to cancel the stock options granted
to each other in connection with the merger agreement and to release each other
from any claims related to these arrangements.
In light of the fact that North Fork Bancorporation's hostile offer for
Dime was an "initial triggering event" under the stock option Dime originally
issued to Hudson United, Dime has agreed that Hudson United would be entitled to
receive from $50 million to $92 million if Dime is acquired by, merges with, or
sells a substantial amount of its assets to another company before October 28,
2001. The circumstances are parallel to those that would have allowed Hudson
United to exercise the original stock option and the amounts owed are less than
or equal to the amounts that would have been due under the stock option, which
had no upper limit. Dime also agreed to a lesser payment if it sold a
significant subsidiary before the same date. If none of these circumstances
occurs before October 28, 2001, Dime agreed to pay Hudson United $15 million.
Dime and Hudson also said that they had agreed not to discuss the
reasons for the decision to terminate the merger and that their
previously-announced special meetings of shareholders had been canceled.
Dime, with assets of $24.2 billion and stockholders' equity of $1.6
billion at March 31, 2000, is the parent company of The Dime Savings Bank of New
York, FSB (www.dime.com), a regional bank serving consumers and businesses
through 127 branches located throughout the greater New York City metropolitan
area. Directly and through its mortgage banking subsidiary, North American
Mortgage Company (www.namc.com), Dime also provides consumer loans, insurance
products and mortgage banking services throughout the United States.
-2-
Hudson United Bancorp's total assets at March 31, 2000 were $9.3
billion, total loans were $5.6 billion and total deposits were $6.1 billion.
Hudson United Bancorp is the multi-state bank holding company for Hudson United
Bank which has over 200 offices in New Jersey, New York, Connecticut and
Pennsylvania.
Investors are urged to read Dime's solicitation/recommendation
statement filed with the Securities and Exchange Commission on Schedule 14D-9 on
March 21, 2000, and any amendments or supplements to the statement when they
become available, because they contain important information. Each of these
documents has been or will be filed with the SEC and investors may obtain them
for free from the SEC at the SEC's website (www.sec.gov.) or from Dime by
directing such request to: Dime Bancorp, Inc., Investor Relations Dept. 589
Fifth Avenue, New York, NY, telephone (212-326-6170), or Innisfree M&A
Incorporated at (888 750-5834).
CONTACTS
- ---------
For Dime: For Hudson United:
Franklin L. Wright Chris A. McFadden
Executive Vice President Chief Financial Officer
212-326-6170 201-236-6144
Mike Pascale/Rhonda Barnat Gerard Carney
Abernathy MacGregor Group TorranceCo
212-371-5999 212-521-5233
Item 7. Financial Statements, Pro Forma Financial Information
-----------------------------------------------------
and Exhibits.
------------
(a)-(b) Not applicable.
(c) Exhibits Required by Item 601 of Regulation S-K
Exhibit Number Description
-------------- -----------
10.1 Termination, Option Cancellation
and Settlement Agreement, dated as
of April 28, 2000 between Hudson
United Bancorp and Dime Bancorp,
Inc.
-3-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
DIME BANCORP, INC.
By: /s/ James E. Kelly
------------------------------
Name: James E. Kelly
Title: General Counsel
Date: May 1, 2000
-4-
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
10.1 Termination, Option Cancellation and
Settlement Agreement, dated as of April 28,
2000 between Hudson United Bancorp and Dime
Bancorp, Inc.
-5-