1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K/A-1 (Mark One) /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1997 / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-13094 DIME BANCORP, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 11-3197414 (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 589 Fifth Avenue, New York, New York 10017 (Address of Principal Executive Offices) (Zip Code) (212) 326-6170 (Registrant's Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Stock, $0.01 par value New York Stock Exchange Stock Purchase Rights New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /X/ No / / Indicate by check mark if delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. / / The aggregate market value of the shares of registrant's common stock held by non-affiliates (assuming, solely for purposes of this Form, that all directors are affiliates) was $3,383,886,475 as of March 6, 1998 (based on the closing New York Stock Exchange price on such date). The number of shares of common stock of the registrant outstanding as of March 6, 1998 was 114,136,996 shares. DOCUMENTS INCORPORATION BY REFERENCE The information required by Part III of Form 10-K is incorporated by reference to the registrant's Definitive Proxy Statement relating to its 1998 Annual Meeting of Stockholders. 2 The Annual Report on Form 10-K of the registrant for the fiscal year ended December 31, 1997 is hereby amended to submit a Restated Financial Data Schedule for the fiscal year 1996 as a result of the Company's adoption of Statement of Financial Accounting Standards, No. 128, "Earnings Per Share." The filing of the Restated Financial Data Schedule is being made in accordance with Article 601(c)(2)(iii) of Regulation S-K promulgated under the federal securities laws. The information set forth in the Restated Financial Data Schedule has no impact on the disclosure provided in the original Form 10-K filed with the Securities and Exchange Commission on March 31, 1998. 3 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to the report to be signed on its behalf by the undersigned, thereunto duly authorized. DIME BANCORP, INC. By: /s/ Lawrence J. Toal --------------------------------------------- Lawrence J. Toal Chairman of the Board, Chief Executive Officer, President and Chief Operating Officer May 12, 1998 --------------------------------------------- Date Pursuant to the requirements of the Securities Exchange Act of 1934, this amendment to the report has been signed below on May 12, 1998 by the following persons on behalf of the registrant and in the capacities indicated. Signature Capacity --------- -------- /s/ Lawrence J. Toal Chairman of the Board, Chief Executive Officer, ----------------------------------- President and Chief Operating Officer (Principal Lawrence J. Toal Executive Officer) * Director ----------------------------------- James M. Large, Jr. * Director ----------------------------------- Derrick D. Cephas * Director ----------------------------------- Frederick C. Chen * Director ----------------------------------- J. Barclay Collins II * Director ----------------------------------- Richard W. Dalrymple * Director ----------------------------------- James F. Fulton * Director ----------------------------------- Virginia M. Kopp 4 Signature Capacity --------- -------- * Director ----------------------------------- John Morning * Director ----------------------------------- Margaret Osmer-McQuade * Director ----------------------------------- Sally Hernandez-Pinero * Director ----------------------------------- Dr. Paul A. Qualben * Director ----------------------------------- Eugene G. Schulz, Jr. * Director ----------------------------------- Howard Smith * Director ----------------------------------- Dr. Norman R. Smith * Director ----------------------------------- Ira T. Wender /s/ Anthony R. Burriesci Chief Financial Officer (Principal Financial Officer) ----------------------------------- Anthony R. Burriesci /s/ Harold E. Reynolds Controller (Principal Accounting Officer) ----------------------------------- Harold E. Reynolds * By: /s/ Lawrence J. Toal ----------------------------------- Lawrence J. Toal Attorney-in-Fact 5 EXHIBIT INDEX Exhibit Number Identification of Exhibit - -------------- ------------------------- 27.1 Restated Financial Data Schedule (filed electronically only)