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): September 15, 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. As previously announced, on September 15, 1999, Dime Bancorp, Inc. (the "Registrant") entered into an Agreement and Plan of Merger (the "Merger Agreement") by and between Hudson United Bancorp ("Hudson United") and the Registrant. In connection with the Merger Agreement, the Registrant and Hudson United have each granted the other a customary option to purchase 19.9% of its outstanding common stock under limited circumstances (the "Stock Option Agreements"). This current report on Form 8-K includes the Merger Agreement and the Stock Option Agreements. 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 -------------- ----------- 99.1 Agreement and Plan of Merger, dated as of September 15, 1999 between Hudson United Bancorp and Dime Bancorp, Inc. 99.2 Stock Option Agreement, dated as of September 16, 1999 between Hudson United Bancorp and Dime Bancorp, Inc. 99.3 Stock Option Agreement, dated as of September 16, 1999 between Dime Bancorp, Inc. and Hudson United Bancorp. -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 Burriesci ------------------------------ Name: Anthony Burriesci Title: Chief Financial Officer Date: September 24, 1999 -3- EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 99.1 Agreement and Plan of Merger, dated as of September 15, 1999 between Hudson United Bancorp and Dime Bancorp, Inc. 99.2 Stock Option Agreement, dated as of September 16, 1999 between Hudson United Bancorp and Dime Bancorp, Inc. 99.3 Stock Option Agreement, dated as of September 16, 1999 between Dime Bancorp, Inc. and Hudson United Bancorp. -4-