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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): September 15, 1999
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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
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Not applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On September 15, 1999, Dime Bancorp, Inc. (the "Registrant")
issued the following press release, together with certain related materials
relevant to the merger of equals between Hudson United Bancorp and the
Registrant:
FOR IMMEDIATE RELEASE
DIME BANCORP AND HUDSON UNITED BANCORP
ANNOUNCE MERGER OF EQUALS
TO CREATE LARGEST INDEPENDENT MID-ATLANTIC REGIONAL BANK
New York, NY and Mahwah, NJ -- September 15, 1999 -- Dime Bancorp, Inc.
(NYSE:DME) and Hudson United Bancorp (NYSE:HU) today announced that they signed
a definitive agreement to merge in a transaction valued at $3.6 billion. The
agreement provides for the combined company to be known as Dime United Bancorp,
Inc., a bank holding company registered with the Federal Reserve System. The
principal subsidiary will be a commercial bank, to be known as DimeBank.
The merger of equals will create the Mid-Atlantic's largest independent
regional bank with over 330 branches in New York, New Jersey, Connecticut and
Pennsylvania. The combined company, including pending acquisitions, will have
assets of more than $32 billion and deposits of approximately $22 billion, and
will provide a full range of consumer financial services, including insurance,
securities brokerage and consumer lending, as well as commercial banking
services that include general and specialized lending, cash management, and
trade financing, along with mortgage banking and private label credit card
programs.
Under the terms of the agreement, Dime shareholders will receive 0.585
share of Dime United per Dime share. Shareholders of Hudson United will continue
to hold one share of Dime United for each Hudson United share. The transaction
will be tax-free to both companies' shareholders. The transaction, which has
been approved by the Boards of Directors of both companies, is currently
expected to close during the first quarter of 2000, subject to certain
conditions, including shareholder and regulatory approvals.
Lawrence J. Toal, Chairman and Chief Executive Officer of Dime, will be
Chairman and Chief Executive Officer of Dime United and DimeBank. Kenneth T.
Neilson, currently Chairman, President, and Chief Executive Officer of Hudson
United, will serve as President and Chief Operating
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Officer of the holding company and the bank. Mr. Neilson is scheduled to become
Chairman and Chief Executive Officer of both entities on January 1, 2003.
Mr. Toal said, "This transaction builds on the strengths of two
successful companies to create a powerful commercial bank with a significant
presence in four attractive states and a national product distribution platform.
Consistent with the strategies of both companies, Dime United will have a
well-balanced and diverse mix of businesses. At the same time, Dime United will
continue the two companies' tradition of community commitment and investment.
Importantly, this transaction affords the shareholders of both companies a
significant interest in the largest independent regional bank in the
Mid-Atlantic states."
Mr. Neilson said, "Hudson United has a demonstrated record of building
value through strategic acquisitions and a core competency of merger
integration, while Dime managed one of the industry's most successful mergers of
equals as well as several subsequent acquisitions. Both companies have an
operating philosophy that puts the customer first and a business philosophy that
puts the shareholder first. As a result, we confidently look forward to sharing
the best practices of each company to forge DimeBank."
Mr. Toal added, "We're truly excited about the potential of Dime
United. We are creating a contiguous branch network extending from southern New
Jersey and the Philadelphia metropolitan area through the greater New York
City/northern New Jersey metropolitan area and the lower Hudson Valley and into
Connecticut. We will have significant market share in attractive and densely
populated markets, while our business model will be better balanced with
diversified revenue streams. The larger, stronger Dime United will have the
ability to execute more efficient marketing strategies, invest more heavily in
products and services, implement new technologies and take advantage of
strategic opportunities as they arise. Very simply, this is the right
transaction at the right time."
Mr. Neilson commented, "The combination of Dime and Hudson United is
founded on strong fundamentals. It is financially very attractive even without
the benefit of the revenue opportunities that we have identified. Our collective
merger and acquisition experience and compatible commercial bank philosophy
minimize execution risk. We have identified a talented and experienced
management team. We have a common commitment to operating an efficient and
productive franchise. And, with an expanded product line and greater scale in a
broad range of businesses, Dime United will be able to better serve our
customers and communities, while providing our employees with increased
opportunities in a larger, stronger company."
Mr. Toal said, "Dime United will have the resources to compete
effectively as a top-tier regional bank in attracting new business, while
offering its more than one million current customers a complete range of
consumer and commercial financial services. Consumers will enjoy the convenience
of broad branch and proprietary ATM access, while commercial customers will be
offered an even more comprehensive product set. In addition, Dime United will be
able to further leverage the distribution capabilities of Dime's North American
Mortgage subsidiary."
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Following the transaction, which will be accounted for on a pooling of
interests basis, Dime shareholders will own 56% of the combined company and
Hudson United shareholders will own 44%. Dime shareholders will receive the
materials to permit the exchange of their old stock certificates following
completion of the merger. Hudson United shareholders are not expected to be
required to exchange their stock certificates. After the closing, it is expected
that Dime United will pay cash dividends at an annual rate of $1.00 per common
share, when, as, and if declared by its Board. This approximates a continuation
of the current dividend paid on Hudson United shares and, adjusted for the
exchange ratio, an increase of 144% on the current dividend paid on Dime shares.
On a pro forma basis, and including Dime's and Hudson United's
announced acquisitions, the combined company in the second quarter of 1999 would
have generated net income of approximately $360 million on an annualized basis
and at June 30, 1999 would have had total assets of approximately $32 billion
and total deposits of $22 billion. The combined market capitalization of Dime
United will be approximately $3.6 billion. Following the close of the
transaction, Dime United's Board of Directors will have 25 members, including 13
directors from the current Dime Board and 12 directors from the current Hudson
United Board.
In connection with the transaction, The Dime Savings Bank of New York,
FSB will be combined into Hudson United Bank, a New Jersey state-chartered
commercial bank. The executive offices of Dime United will be in New York City
and the headquarters of DimeBank will be in Mahwah, NJ. The companies have
identified expense reductions totaling $78 million, representing 14% of the
combined companies expenses, excluding the expense base of Dime's North American
Mortgage subsidiary. The companies said they expected relatively few branch
consolidations or closings.
In connection with the merger agreement, Dime and Hudson United have
each granted the other a customary option to purchase 19.9% of its outstanding
common stock under limited circumstances.
Dime Bancorp, Inc. is the parent company of The Dime Savings Bank of
New York, FSB (www.dime.com), a regional bank serving consumers and businesses
throughout the greater New York City metropolitan area. Directly and through its
mortgage banking subsidiary, North American Mortgage Company (www.namc.com),
Dime also provides mortgage banking services, consumer loans, and insurance
products throughout the United States. Including announced acquisitions, Dime
has 128 branches in the greater New York City metropolitan area, deposits of $15
billion and assets of $23 billion.
Hudson United Bancorp (www.hudsonunitedbank.com) is the multi-state
bank holding company for Hudson United Bank, a commercial bank with 170 offices
in New Jersey, New York and Connecticut. With pending acquisitions, Hudson
United will expand its franchise into Pennsylvania and southern New Jersey and
have total assets of $10 billion and deposits of $7 billion, with 206 branches.
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This press release contains certain statements regarding Dime Bancorp,
Inc., Hudson United Bancorp and Dime United Bancorp, Inc. following the
completion of the merger of equals discussed herein, including strategies, plans
and objectives, as well as estimates and statements based on underlying
estimates of future financial condition, performance and operating efficiencies
on a pro forma basis and cost savings and revenue enhancements and accretion to
reported earnings that will be realized from the merger. These statements and
estimates constitute forward-looking statements, which involve significant risks
and uncertainties. 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. Factors that might
cause such a difference include, but are not limited to, risks and uncertainties
related to the consummation of the merger, including the realization of expected
cost savings from the merger; realization of the level of revenues following the
merger; integration costs or difficulties; competition from both financial and
non-financial institutions; changes in interest rates, deposit flows, loan
demand and real estate values; changes in legislation or regulation; changes in
accounting principles, policies or guidelines; the timing and occurrence (or
non-occurrence) of transactions and events that may be subject to circumstances
beyond the control of Dime or Hudson United; and other economic, competitive,
governmental, regulatory and technological factors affecting Dime, Hudson
United, or Dime United, specifically, or the banking industry or economy
generally. Neither Dime nor Hudson United assumes any 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.
CONTACTS:
At Hudson United At Dime Bancorp
Kenneth T. Neilson Franklin L. Wright
Chairman, President and CEO EVP - Investor Relations
201-236-2631 212-326-6170
D. Lynn Van Borkulo-Nuzzo, Esq.
EVP - Corporate Secretary
201-236-2641
Susan M. Staudmyer
EVP - Retail Banking
201-236-2641
Richard Edmonds
Torrence/PTNY
212-521-5212
A copy of certain presentation materials is attached hereto as an
exhibit and incorporated herein by reference.
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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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99.1 Presentation materials, dated September 15,
1999, regarding the merger of equals of
Hudson United Bancorp and the Registrant.
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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: September 15, 1999
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EXHIBIT INDEX
Exhibit Number Description
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99.1 Presentation materials, dated September 15, 1999,
relating to the proposed merger of equals of Hudson
United Bancorp and Dime Bancorp, Inc.
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