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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): May 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)
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Item 5. Other Events.
On May 27, 1999, Dime Bancorp, Inc. issued the following press
release, together with certain related materials relevant to the acquisition of
certain branches of KeyCorp by The Dime Savings Bank of New York, FSB:
Dime
Frank Wright
(212) 326-6170
May 27, 1999
99/8
FOR IMMEDIATE RELEASE
DIME TO ACQUIRE KEYCORP LONG ISLAND FRANCHISE
28 Offices with $1.3 Billion in Deposits; $415 Million of Business
and Consumer Loans
New York, NY - May 27, 1999 - Dime Bancorp, Inc. (NYSE:DME) announced
that its subsidiary, The Dime Savings Bank of New York, FSB, has entered into a
definitive agreement with KeyBank N.A., a subsidiary of KeyCorp (NYSE:KEY), to
acquire all of KeyBank's 28 banking branches on Long Island.
Under the terms of the agreement, Dime will assume approximately $1.3
billion of deposits, of which over 60% are core deposits (demand, money market
and savings) and acquire $415 million of business and consumer loans. Dime will
pay a premium of 16.25% of deposits assumed, or approximately $210 million. The
premium will be tax deductible, resulting in an effective after-tax premium of
$130 million, or 10%. The exact amount of the premium will be determined by
deposit levels at closing.
"This is an exceptional opportunity to acquire an attractive commercial
banking business in the desirable Long Island market. It accelerates our
strategy to become more commercial bank-like by building core deposits and
adding business and consumer loans," said Lawrence J. Toal, Chairman and Chief
Executive Officer of Dime.
"Importantly, the transaction is financially attractive. It will be
accretive to earnings per share in the first year and will be significantly
accretive on a cash basis," he commented. Mr. Toal also noted that the
transaction will be accounted for as a purchase and will not require the
issuance of additional equity.
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"This franchise acquisition increases our share of the vibrant Long
Island market. In addition to more than doubling our branch network in Nassau
and Suffolk counties to a total of 51 offices, it increases our core deposits by
12% to $7.6 billion, or 53% of total deposits. It also doubles our business loan
portfolio to $639 million. The average cost of the total deposits being assumed
is 3.27% and the average loan yield is 8.03%," said Mr. Toal.
"This transaction, together with the pending acquisition of Citigroup's
auto finance business that we announced last month, nearly doubles our consumer
loan portfolio to $2 billion. On a March 31, 1999 pro forma basis, the effect of
these two transactions is to increase our consumer, business and commercial real
estate loans from 32% to 39% of total loans receivable," he added.
"These acquisitions will effectively add $1.3 billion of low-cost
deposits and $1.3 billion of higher-yielding consumer and business loans and are
expected to improve our net interest margin. Moreover, because KeyBank is
completely exiting the Long Island market, and Citigroup is divesting its auto
finance business, we are well-positioned to retain and deepen relationships with
the customers associated with these operations," he stated.
"The transaction strengthens and solidifies the Dime brand in the Long
Island market. With our expanded retail sales and service channel, we will be
better positioned to deliver a full array of consumer and business products to
customers throughout Long Island," added Mr. Toal. In Nassau County, Dime will
have 25 branches and $2.7 billion of deposits and will rank 5th, up from 8th,
among all depository institutions. In Suffolk County, Dime will have 26 branches
and its $1.7 billion of deposits will make it the 5th largest depository
institution, up from 8th.
"We are excited about welcoming KeyBank customers to Dime, and we are
committed to providing our new customers with the high level of service and
dependability that is the hallmark of Dime. We are also pleased to welcome the
KeyBank staff, including their outstanding team of commercial bankers, to our
organization," said Mr. Toal.
The KeyBank transaction, which currently is expected to close in the
third quarter of 1999, is subject to approval by appropriate regulatory
authorities. Dime intends to offer employment to all KeyBank staff associated
with the Long Island franchise and plans minimal changes in locations and
service.
At March 31, 1999, Dime had assets of $21.6 billion and deposits of
$13.2 billion. The Dime Savings Bank of New York, FSB (www.dime.com) is a
regional bank serving consumers and businesses and has 100 branches located
throughout the greater New York City metropolitan area. Directly and through its
North American Mortgage Company subsidiary (www.namc.com), Dime also provides
mortgage banking and selected consumer financial services throughout the United
States.
This press release contains certain forward-looking statements
regarding Dime and Dime following the completion of the acquisitions discussed
herein as well as estimates of financial condition and financial
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performance on a combined basis. Among other things, the statement that Dime
expects the KeyBank transaction to be accretive to earnings is forward-looking
in nature and subject to uncertainty. A variety of factors could cause actual
results and experience to differ materially from the anticipated results or
other expectations expressed in such forward-looking statements. Such factors
include, but are not limited to, risks and uncertainties related to the
execution of the transaction, including integration activities, interest rate
movements, competition from both financial and non-financial institutions,
changes in applicable laws and regulations, the timing and occurrence (or
non-occurrence) of transactions and events that may be subject to circumstances
beyond Dime's control and general economic conditions. Dime assumes no
obligation to update these forward-looking statements or to update the reasons
why actual results could differ from those projected in the forward-looking
statements.
# # #
A copy of certain presentation materials is attached hereto as an
exhibit and incorporated herein by reference.
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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99.1 Presentation materials, dated May
27, 1999, regarding the branch
acquisition.
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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/ Anthony Burriesci
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Name: Anthony Burriesci
Title: Chief Financial Officer
Date: May 27, 1999