SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. 20549
-------------------
SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 6)
DIME BANCORP, INC.
(Name of Subject Company (Issuer))
DIME BANCORP, INC.
(Name of Filing Person (Offeror))
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
(Title of Class of Securities)
25429Q
(CUSIP Number of Class of Securities)
JAMES E. KELLY, ESQ.
GENERAL COUNSEL
DIME BANCORP, INC.
589 FIFTH AVENUE
3RD FLOOR
NEW YORK, NEW YORK 10017
(212) 326-6170
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Person)
Copy to:
MITCHELL S. EITEL, ESQ.
SULLIVAN & CROMWELL
125 BROAD STREET
NEW YORK, NEW YORK 10004
(212) 558-4000
CALCULATION OF FILING FEE
---------------------------------------- ---------------------------------------
Transaction Valuation* Amount of Filing Fee**
$244,937,952 $48,987.59
---------------------------------------- ---------------------------------------
* Estimated for purposes of calculating the amount of the filing fee only in
accordance with Rule 0-11 of the Securities Exchange Act of 1934. This
calculation assumes the purchase of 13,607,664 shares of common stock, par
value $0.01 per share, at the maximum tender offer price of $18.00 per
share in cash.
** Previously paid.
[X] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $48,987.59 Filing Party: Dime Bancorp, Inc.
Form or Registration No.: Schedule TO Date Filed: August 1, 2000
[_] Check the appropriate box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[_] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[_] going-private transaction subject to Rule 13e-3.
[_] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [_]
This Amendment No. 6 to the Issuer Tender Offer Statement on Schedule
TO relates to the tender offer by Dime Bancorp, Inc., a Delaware corporation, to
purchase up to 13,607,664 shares of its common stock, par value $0.01 per share,
including the associated preferred stock purchase rights issued pursuant to the
Stockholder Protection Rights Agreement, dated as of October 20, 1995, as
amended, between Dime and The Dime Savings Bank of New York, FSB, as rights
agent (as successor to The First National Bank of Boston). Dime offered to
purchase these shares at a price not greater than $18.00 nor less than $16.00
per share, net to the seller in cash, without interest, as specified by
stockholders tendering their shares. Dime's offer was made on the terms and
subject to the conditions set forth in the Offer to Purchase, dated August 1,
2000 and in the related Letter of Transmittal, which, as amended or supplemented
from time to time, together constitute the tender offer.
This Amendment No. 6 to the Issuer Tender Offer Statement on Schedule
TO is filed in satisfaction of the reporting requirements of Rule 13e-4(c)(2)
promulgated under the Securities Exchange Act of 1934, as amended.
Copies of the Offer to Purchase and the related Letter of Transmittal
were previously filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B),
respectively. The information in the Offer to Purchase and the related Letter of
Transmittal is incorporated in this Amendment No. 6 to the Schedule TO by
reference to all of the applicable items in the Schedule TO, except that such
information is hereby amended and supplemented to the extent specifically
provided herein.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
Item 6 is hereby supplemented and amended by adding the following:
On September 15, 2000, Dime issued the press release that is included
herewith as Exhibit (a)(5)(F) and is incorporated herein by reference.
ITEM 12. EXHIBITS.
Item 12 is hereby supplemented and amended by adding the following:
Exhibit
Number Description
------ -----------
(a)(5)(F) Press Release, dated September 15, 2000.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
DIME BANCORP, INC.
By: /s/ James E. Kelly
-----------------------
Name: James E. Kelly
Title: General Counsel
Dated: September 15, 2000
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
(a)(5)(F) Press Release, dated September 15, 2000.
Exhibit (a)(5)(F)
September 15, 2000
00/29
FOR IMMEDIATE RELEASE
DIME ANNOUNCES PROFIT IMPROVEMENT INITIATIVES
Sale of Up to $2 Billion in Securities; $50 Million Expense Reduction
NEW YORK -- September 15, 2000 -- Dime Bancorp, Inc. (NYSE:DME) announced today
profit improvement initiatives, including the sale of approximately $2 billion
of its securities portfolio and a series of actions intended to reduce annual
expenses by $50 million. The cost reductions, which are expected to have a
positive effect on 2001 earnings, are estimated to result in a restructuring
charge of approximately $38 million, pre-tax. A substantial portion of the
charge will be taken in the third quarter.
Tony Terracciano, Chairman of Dime, said, "Dime has made significant strides in
improving its performance and executing its strategy to become more commercial
bank-like. These include sixteen consecutive quarters of increased operating
earnings and changing its loan mix, as well as increasing core deposits.
However, in order to compete effectively in tomorrow's environment, an
institution must use a combination of smart technology and an efficient
organizational structure that is highly-focused on increasing revenues and
building stockholder value. These profit improvement initiatives are designed to
improve our productivity while positioning Dime to take full advantage of new
technology to deliver a more extensive product set and higher levels of
satisfaction to our customers."
Lawrence J. Toal, Chief Executive Officer of Dime, commented, "The planned sale
of investment securities and expense reduction initiatives are a follow-on to
our recently completed review of strategic alternatives. Our cost reduction
efforts are focused on improving earnings through operational efficiencies while
protecting existing revenues and maintaining a solid base for continued growth.
At the same time, the portfolio repositioning should improve our net interest
margin and interest rate risk profile as well as free up capital for our
business banking and consumer banking businesses--operations that we have
identified as having higher growth opportunities."
-more-
As part of its cost reduction efforts, the company will eliminate approximately
400 positions prior to year-end through a combination of attrition, a voluntary
reduction program and staff reductions. Approximately three-quarters of the
positions being eliminated are in the Dime's banking subsidiary, The Dime
Savings Bank of New York, FSB, with an emphasis on reducing management and staff
positions in support units. Dime is also consolidating selected operational
functions and facilities. Dime has approximately 6,500 Full Time Equivalent
employees, including 3,800 FTEs in North American Mortgage Company, its mortgage
banking subsidiary.
Reflecting the planned sale, Dime's securities portfolio would be reduced to $2
billion, or approximately half of the securities portfolio at June 30, 2000.
Dime said that the sale would not affect stockholders' equity, but would result
in a one-time charge of approximately $87 million, pre-tax, in the 2000 third
quarter.
At June 30, 2000, Dime had assets of $25.3 billion, deposits of $14.3 billion,
and stockholders equity of $1.6 billion. Dime Bancorp is the parent company of
Dime Savings Bank (www.dime.com), a regional bank serving consumers and
businesses through 127 branches located throughout the greater New York City
metropolitan area. Directly and through North American Mortgage Company
(www.namc.com), Dime also provides consumer loans, insurance products and
mortgage banking services throughout the United States.
Certain statements in Dime's press releases may be forward-looking. A
variety of factors could cause Dime's actual results and experience to differ
materially from the anticipated results or other expectations expressed in such
forward-looking statements. The risks and uncertainties that may affect the
actions mentioned above, as well as the operations, performance, development,
and results of Dime's business, include litigation, 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.
# # #
CONTACT:
Abernathy MacGregor Group, New York Dime
Mike Pascale/Rhonda Barnat Franklin L. Wright
(212) 317-5999 (212) 326-6170