SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment Number 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 1999 ---------------- 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 January 27, 1999, Dime Bancorp, Inc., a Delaware corporation (the "Company"), issued $200,000,000 aggregate principal amount of 6-3/8% Notes due January 30, 2001 (the "Securities"). The Company offered the Securities pursuant to an Underwriting Agreement, dated as of January 22, 1999, between the Company and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse First Boston Corporation, as Underwriters. The Company appointed First Union National Bank ("FUNB") as trustee for the offering of the Securities pursuant to an Indenture, dated as of January 27, 1999 between the Company and FUNB, as Trustee. The Company previously filed a registration statement on Form S-3 (Registration Statement No. 333-58253) with the Securities and Exchange Commission (the "Commission") covering the registration of debt securities of the Company, including the Securities, in accordance with the Securities Act of 1933, as amended. The Securities are described in the Company's Prospectus, dated September 25, 1998, as supplemented by the Company's Prospectus Supplement, dated January 22, 1999. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. ----------------------------------------- Exhibit Number Description - -------------------------------------------------------------------------------- 1 Underwriting Agreement, dated as of January 22, 1999, between Dime Bancorp, Inc. and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse First Boston Corporation, as Underwriters.* 4 Indenture, dated as of January 27, 1999, between Dime Bancorp, Inc. and First Union National Bank, as Trustee.* - ----------- * Previously filed with the Company's Current Report on Form 8-K filed with the Commission on January 28, 1999. -2- 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/ Anthony R. Burriesci ---------------------------- Name: Anthony R. Burriesci Title: Chief Financial Officer Date: April 19, 1999 -3- EXHIBIT INDEX ------------- Exhibit Number Description ------- ----------- 1 Underwriting Agreement, dated as of January 22, 1999, between Dime Bancorp, Inc. and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse First Boston Corporation, as Underwriters.* 4 Indenture, dated as of January 27, 1999, between Dime Bancorp, Inc. and First Union National Bank, as Trustee.* - ----------- * Previously filed with the Company's Current Report on Form 8-K filed with the Commission on January 28, 1999. -4-