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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): July 6, 2000
Dime Bancorp, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 001-13094 11-3197414
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(State or Other Jurisdiction) (Commission (IRS Employer
File Number) Identification No.)
589 Fifth Avenue
New York, New York 10017
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(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)
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Item 5. Other Events.
On July 6, 2000, Dime Bancorp, Inc. ("Dime") announced that it executed
an Investment Agreement, dated as of July 6, 2000 (the "Investment Agreement"),
between Dime and Warburg, Pincus Equity Partners, L.P., a Delaware limited
partnership ("Warburg"), pursuant to which Warburg has agreed to purchase
several different securities issued, or to be issued, by the Company. A press
release, dated July 6, 2000, related to the investment and other matters is
attached to this Form 8-K as Exhibit 99.1, and is incorporated into this Item 5
by reference. The Investment Agreement and the exhibits to the Investment
Agreement are attached to this Form 8-K as Exhibit 2.1, and are incorporated
into this Item 5 by reference. The description in this Form 8-K is qualified in
its entirety by reference to such Exhibits.
Warburg's investment is being made over two closings. The
first closing occurred upon signing the Investment Agreement on July 6. The
second closing will occur following receipt of necessary regulatory approvals.
The transactions are described below.
FIRST CLOSING. On July 6, 2000, Warburg purchased rights (the
"Rights") to 12,009.491 shares of Series B non-cumulative voting
preferred stock ("Series B Stock"), representing about 9.9% of Dime's
outstanding common stock after issuance of the Series B Stock, as each
share of Series B Stock has the economic rights equivalent to 1,000
shares of common stock of Dime subject to antidilution adjustments. The
Rights will convert into the shares of Series B Stock upon the receipt
of clearance under the Hart- Scott-Rodino Antitrust Improvements Act of
1976. The Series B Stock will convert into restricted shares of
underlying common stock of Dime upon, among other events, distribution
of the litigation tracking warrants that Dime has assumed it will
distribute to all other stockholders. The litigation tracking warrants
will be securities representing an interest in the right to recovery,
if any, in the "goodwill" litigation matter to which The Dime Savings
Bank of New York, FSB ("Dime Savings") is a party. The aggregate
purchase price Warburg delivered to Dime at the first closing was
approximately $210 million, comprising $17.50 per share of common stock
underlying the Series B Stock. At the first closing, Warburg also
acquired warrants to purchase 8,142.738 shares of Series C junior
nonvoting preferred stock ("Series C Stock") and warrants to purchase
3,866.753 shares of Series D junior
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nonvoting preferred stock ("Series D Stock"), each series referencing
1000 shares of Dime common stock per share of the series.
SECOND CLOSING. Upon receipt of other necessary regulatory
approvals, including a determination by the Office of Thrift
Supervision that Warburg does not control Dime, Warburg will purchase,
for approximately $28 million, 1,598.173 additional shares of Series B
Stock and additional warrants to purchase approximately 1,598.173
shares of Series D Stock.
To comply with regulatory requirements, Warburg's investment
has been structured using several different securities. If all the securities
were to be converted today into shares of Dime common stock, they would amount
to approximately 27.2 million shares, or approximately 24.9%, of the outstanding
common stock of Dime, before giving effect to the new issuance of shares of
common stock underlying the convertible securities. None of the securities is in
fact convertible into common stock at this time. The material terms of these
securities are described below.
SERIES B STOCK. Each share of Series B Stock is entitled to
1,000 votes on all matters on which shares of common stock are entitled
to vote, together with the common stock as a single class. Shares of
Series B Stock are entitled to receive dividends the same as those paid
on 1,000 shares of Dime's common stock, other than the distribution of
litigation tracking warrants. In case of a merger or similar
transaction, shares of Series B Stock will be exchanged into equivalent
securities of the acquiring company. Shares of Series B Stock will
convert into shares of common stock on the earliest of (1) the issuance
of the litigation tracking warrants, (2) a change in control of Dime,
(3) lapsing of the transfer restrictions placed on the securities under
certain provisions of the Investment Agreement (for example, if Dime
breaches its material obligations in the Investment Agreement), or (4)
April 6, 2001.
Warburg does not currently own any shares of Series B Stock.
When the Rights to purchase Series B Stock acquired by Warburg are
converted, Warburg will be entitled to (1) receive all dividends and
distributions as if it owned the Series B Stock on July 6 and (2) vote
the shares of Series B Stock on all matters on which they are entitled
to vote.
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SERIES C STOCK. Shares of Series C Stock are not entitled to
vote, except as required by law. Shares of Series C Stock are entitled
to receive dividends, other than the distribution of litigation
tracking warrants, the same as those paid on 1,000 shares of Dime's
common stock. In case of a merger or similar transaction, shares of
Series C Stock will be exchanged into equivalent securities of the
acquiring company. Upon the receipt of (1) written advice of counsel
that, under applicable federal banking laws, the shares of Series C
Stock may be converted or (2) a certificate that Warburg is
transferring the shares pursuant to a widely dispersed sale, shares of
Series C Stock are convertible into shares of common stock, unless the
Series B Stock has not yet converted into common stock, in which case,
the shares of Series C Stock will be convertible only into shares of
Series B Stock.
Warburg does not currently own any shares of Series C stock,
but owns only warrants to purchase shares of Series C Stock.
SERIES D STOCK. Shares of Series D stock are not entitled to
vote, except as required by law. Shares of Series D stock are entitled
to receive dividends, other than the distribution of litigation
tracking warrants, the same as those paid on 1,000 shares of Dime's
common stock. In case of a merger or similar transaction, shares of
Series D stock will be exchanged into equivalent securities of the
acquiring company. The Series D Stock will not be convertible into any
other class of stock of Dime unless Dime receives stockholder approval
of the issuance of over 20% of its common stock or equivalents under
the rules of the New York Stock Exchange. Upon such approval, the
Series D Stock will convert into Series C Stock, or Series B Stock or
common stock if the conversion of the Series C Stock or Series B Stock
has already occurred. Dime has agreed to use its reasonable best
efforts to obtain this stockholder approval prior to September 30,
2002.
Warburg does not currently own any shares of Series D stock,
but owns only warrants to acquire Series D Stock.
WARRANTS. The Series C and Series D warrants will
allow Warburg to purchase Series C and Series D stock at an
exercise price of $21.50 per share, subject to a number of
antidilution and other adjustments. All the warrants issued
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to Warburg expire seven years after issuance. None of the
warrants has any voting rights.
As with the underlying Series C Stock, the Series C warrants
will be exchanged when it is permissible for Dime to do so under the
federal banking laws and regulations or in the event that Warburg
intends to transfer the warrants in a widely dispersed sale. At such
time, the Series C warrants will be exchanged for Series B warrants if
the Series B Stock has not yet converted into shares of Dime common
stock. Otherwise, the Series C warrants will be converted into warrants
to purchase Dime common stock.
As with the underlying Series D Stock, the Series D warrants
will be exchanged for Series C warrants upon the requisite approval by
Dime's stockholders under the rules of the New York Stock Exchange.
Dime has a right of first offer on any sale of warrants by
Warburg. Warburg may also put any warrants to Dime (pursuant to an
agreed valuation methodology) upon the occurrence of certain change in
control events and may put Series D warrants to Dime (pursuant to an
agreed valuation methodology) if the appropriate stockholder approval
under the New York Stock Exchange rules is not obtained by September
30, 2003 or the other transfer restrictions on the warrants lapse
before then.
In addition to customary antidilution provisions for the
warrants, Dime has agreed to certain additional antidilution
protections in two circumstances. First, although the various series of
stock that Warburg may acquire upon exercise of the warrants do not
have the right to receive litigation tracking warrants, the exercise
price of the warrants may be adjusted if the average aggregate market
price of the litigation tracking warrants is over $100 million for an
agreed period of time after the issuance of the litigation tracking
warrants. In this case, the exercise price of the warrants will be
adjusted downward for the aggregate market price over $100 million, but
only in proportion to Warburg's ownership of Dime. Second, the exercise
price of the warrants may be adjusted downward, in proportion to
Warburg's ownership of Dime, for any payment to Hudson United Bancorp
("Hudson") in excess of $15 million under the Termination, Option
Cancellation and Settlement Agreement, dated April 28, 2000, between
Dime and Hudson, unless the payment relates to (1) a breach of certain
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representations by Warburg regarding its ownership of Dime or (2) by
another subsequent transaction, such as a merger or tender offer,
approved or recommended by the Dime Board of Directors.
The Investment Agreement contains a number of other material
provisions, which are summarized below.
STANDSTILL AGREEMENT. Until July 6, 2003, Warburg has agreed
that it will not purchase or acquire any shares of Dime common stock
that would result in its having control over Dime or owning in excess
of 24.9% of the outstanding voting shares of Dime. In addition, Warburg
has agreed that it will not take any action that would violate its
standard agreement with the Office of Thrift Supervision to refrain
from controlling Dime.
VOTING. Each share of Series B Stock will be entitled to the
same voting rights, and will vote together with, shares of Dime common
stock (subject to each share of Series B Stock representing the
equivalent of 1,000 shares of common stock). Warburg will not be
entitled to vote its shares until it exercises the Rights to purchase
Series B Stock or until it exercises any Series B warrants that may be
issued on conversion of Series C warrants or Series D warrants, at
which time it will become a holder of Series B Stock. Warburg has not
entered into any voting agreement with Dime.
PREEMPTIVE RIGHTS. As long as Warburg owns at least 5% of the
outstanding shares of Dime common stock (assuming the exercise of all
outstanding options and warrants and conversion of convertible
preferred stock), if Dime issues any common stock after the date of the
investment, Warburg has the right to purchase from Dime that amount of
shares required for it to maintain its proportionate interest in Dime.
To the extent Warburg utilizes this right to maintain its
percentage interest, it will not be entitled to duplicative protection
of antidilution adjustments under the terms of the warrants.
GOVERNANCE MATTERS. Dime has agreed to elect or
appoint one person nominated by Warburg to serve as a
director of Dime and Dime Savings. In addition, two Warburg
employees will be allowed to attend and observe meetings of
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the boards of directors of Dime and Dime Savings, including any meeting
of any committees, but excluding executive sessions of the boards of
directors.
Warburg will relinquish the right to a board seat and will
lose one observer upon the sale or distribution of 75% or more of its
shares of Dime common stock (or securities representing common stock).
In addition, Warburg has agreed to relinquish its right to a board
seat, but retain the right to two observers, upon conversion by Dime to
a bank holding company (should such conversion occur), if such action
is necessary to satisfy Federal Reserve Board requirements. In such
case, however, Warburg will be afforded the option of selling down its
interest in Dime or taking other measures to reduce its voting interest
in Dime and retain its board seat.
TRANSFER RESTRICTIONS. With certain exceptions, shares of
stock and warrants owned by Warburg will be restricted from transfer
subject to, among other things, a schedule whereby 20% of the shares
will be freely tradeable after one year; an additional 30% will be
freely tradeable after two years; and the balance will be freely
tradeable after three years. In addition, Warburg will be permitted to
tender into tender or exchange offers (1) on a pro rata basis with
other stockholders, provided at least 60% of the shares sought in the
tender or exchange offer have been tendered by Dime's other
stockholders or (2) not opposed by Dime.
Warburg will be released from the transfer restrictions if,
among other things, (1) approval under the Hart-Scott- Rodino Antitrust
Improvements Act is not received in six months, (2) Dime breaches its
material obligations in the Investment Agreement, and (3) Dime executes
documentation, or recommends an offer to stockholders, that would
result in a change in control of Dime.
Dime has agreed to register the securities acquired by Warburg
as the transfer restrictions expire.
On July 6, 2000, Dime also announced that its Board of Directors had
approved a series of actions related to improvement of stockholder value. These
are described more fully in the press release, dated July 6, 2000, that is
attached to this Form 8-K as Exhibit 99.1 and incorporated by reference herein.
These actions include:
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- The appointment of Tony Terracciano (formerly of Chase
Manhattan Bank, Mellon Bank, First Fidelity and First Union)
to the board of directors of both Dime and Dime Savings and
his election as Chairman of Dime;
- A "Dutch Auction" tender purchase of approximately 13.6
million shares, or approximately 12.5% of Dime's outstanding
common stock, with a floor of $16.00 and a cap of $18.00,
subject to market and other conditions;
- A distribution to stockholders of Dime (excluding Warburg) of
the Company's economic interest in its pending "goodwill"
lawsuit against the United States government through the
distribution of Litigation Tracking Warrants;
- The adoption of certain amendments to Dime's
stockholder rights plan (a form of which is included as
Exhibit 9 to the Investment Agreement attached to this
Form 8-K as Exhibit 2.1), including providing an
immediate exception for certain qualifying tender
offers and eliminating the rights plan in its entirety
effective immediately after Dime's 2002 annual meeting
of stockholders; and
- Reviewing opportunities to continue to improve Dime's growth
rate and earnings quality through initiatives such as further
investment in technology and higher- margin businesses as well
as balance sheet restructuring and expense reduction.
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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
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2.1 Investment Agreement, dated July 6, 2000, by
and between Dime Bancorp, Inc. and Warburg,
Pincus Equity Partners L.P., containing the
following exhibits to the Investment
Agreement:
Exhibit 1 - Certificate of Designations of
Series B Junior Voting
Preferred Stock
Exhibit 2 - Certificate of Designations of
Series C Junior Nonvoting
Preferred Stock
Exhibit 3 - Certificate of Designations of
Series D Junior Nonvoting
Preferred Stock
Exhibit 4 - Form of Rights Certificate
Exhibit 5 - Form of Common Warrant
Certificate
Exhibit 6 - Form of Series B Warrant
Certificate
Exhibit 7 - Form of Series C Warrant
Certificate
Exhibit 8 - Form of Series D Warrant
Certificate
Exhibit 9 - Form of Amendment to
Stockholder Protection Rights
Agreement
Exhibit 10 - Valuation Methodology for
Purchase of Warrants on Change
in Control
Exhibit 11 - SEC Registration-Related
Provisions
99.1 Press Release, dated July 6, 2000
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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
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Name: James E. Kelly
Title: General Counsel
Date: July 11, 2000
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EXHIBIT INDEX
Exhibit Number Description
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2.1 Investment Agreement, dated July 6, 2000, by
and between Dime Bancorp, Inc. and Warburg,
Pincus Equity Partners L.P., containing the
following exhibits to the Investment
Agreement:
Exhibit 1 - Certificate of Designations of
Series B Junior Voting
Preferred Stock
Exhibit 2 - Certificate of Designations of
Series C Junior Nonvoting
Preferred Stock
Exhibit 3 - Certificate of Designations of
Series D Junior Nonvoting
Preferred Stock
Exhibit 4 - Form of Rights Certificate
Exhibit 5 - Form of Common Warrant
Certificate
Exhibit 6 - Form of Series B Warrant
Certificate
Exhibit 7 - Form of Series C Warrant
Certificate
Exhibit 8 - Form of Series D Warrant
Certificate
Exhibit 9 - Form of Amendment to
Stockholder Protection Rights
Agreement
Exhibit 10 - Valuation Methodology for
Purchase of Warrants on Change
in Control
Exhibit 11 - SEC Registration-Related
Provisions
99.1 Press Release, dated July 6, 2000
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