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. 5)
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. 5 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. 5 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. 5 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 11. ADDITIONAL INFORMATION.
Item 11 is hereby supplemented and amended by adding the following:
At an investor conference on September 11, 2000, Dime used the slide presentation which is included herewith as Exhibit (a)(5)(E) 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)(E) September 11, 2000 Investor Conference Slide Presentation. |
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 11, 2000
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EXHIBIT INDEX
Exhibit Number Description ------ ----------- (a)(5)(E) September 11, 2000 Investor Conference Slide Presentation. |
[DIME LOGO]
SEPTEMBER 2000
Investors are urged to read (1) Dime's solicitation/recommendation statement filed with the Securities and Exchange Commission on Schedule 14D-9 on March 21, 2000 with respect to North Fork Bancorporation's hostile exchange offer, (2) any proxy materials filed by Dime on Schedule 14A and (3) Dime's tender offer statement on Schedule TO, as well as any amendments or supplements to these statements when they become available, because they contain important information. Each of these documents has been or will be filed with the SEC and investors may obtain them for free from the SEC at the SEC's website (www.sec.gov) or from Dime by directing such request to: Dime Bancorp, Inc., Investor Relations Dept., 589 Fifth Avenue, New York, NY 10017, telephone 1-212-326-6170, or to Innisfree M&A Incorporated at 1-888-750-5834.
Dime, its directors and executive officers and certain other persons may be deemed to be "participants" in any solicitation of proxies from Dime stockholders. Information regarding the participants in such solicitation is contained in Dime's Schedule 14A filed with the SEC on August 17, 2000.
Dime believes that "operating earnings" basis information, when taken in conjunction with reported results, provide useful information in evaluating performance on a comparable basis, although operating earnings are not currently a required basis for reporting financial results under generally accepted accounting principles.
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OVERVIEW
REGIONAL CONSUMER AND BUSINESS BANK
- $25.3 billion in assets
- $15.8 billion in total loans
- $14.3 billion in deposits
- 127 branches; One million customers
NATIONAL CONSUMER LENDING FRANCHISE
- $1.8 billion home equity portfolio; 29th among banks and thrifts
- 11th largest home mortgage originator in the U.S./19th largest loan servicer
- Full product line; Multiple distribution channels
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SECOND QUARTER HIGHLIGHTS
(OPERATING BASIS*; DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
2Q 00 2Q 99 Change
----- ----- ------
Net Income $66.6 $60.8 +10%
Earnings per Share $0.60 $0.54 +11%
Return on Equity 17.14% 16.73% +41bp
Net Interest Income $ 156 $ 140 +12%
Fee Income $ 99 $ 92 +7%
General and Administrative Expense $ 139 $ 150 (7%)
Non-Performing Assets $ 84 $ 89 (5%)
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*Reported earnings adjusted for the effects of certain non-recurring or unusual items.
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FIVE YEAR TREND
(OPERATING BASIS*; DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
At/For the Year Ended December 31,
----------------------------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
Net Income $ 244 $ 217 $ 157 $ 121 $ 79
Operating EPS 2.17 1.89 1.45 1.11 0.72
Return on Assets 1.11% 1.02% 0.78% 0.61% 0.38%
Return on Equity 16.74 16.34 14.25 12.00 8.29
Net Interest Margin 2.91 2.68 2.51 2.40 2.07
Efficiency Ratio 51.40 53.91 51.17 52.55 59.83
NPAs/Assets 0.36 0.37 0.67 1.30 1.55
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*Reported results adjusted for the effects of certain non-recurring or unusual items.
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PERFORMANCE - OPERATING* EPS
16 CONSECUTIVE QUARTERLY INCREASES
----------------------------------
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[BAR GRAPH]
Q1 '96 $0.27 Q2 '96 $0.27 Q3 '96 $0.28 Q4 '96 $0.29 Q1 '97 $0.31 Q2 '97 $0.35 Q3 '97 $0.38 Q4 '97 $0.41 Q1 '98 $0.43 Q2 '98 $0.47 Q3 '98 $0.49 Q4 '98 $0.51 Q1 '99 $0.52 Q2 '99 $0.54 Q3 '99 $0.55 Q4 '99 $0.56 Q1 '00 $0.59 Q2' 00 $0.60 |
*Reported results adjusted for the effects of certain non-recurring or unusual items.
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CONSUMER FINANCIAL SERVICES
[PIE CHART 1]
12/31/97
DEMAND 11% SAVINGS 18% MONEY MARKET 14% TIME 57% |
TOTAL DEPOSITS (MM): $13,847
CORE DEPOSITS/TOTAL DEPOSITS: 43%
[ARROW GRAPHIC POINTING FROM PIE CHART 1 TO PIE CHART 2]
[PIE CHART 2]
6/30/00
DEMAND 16% SAVINGS 17% MONEY MARKET 22% TIME 45% |
TOTAL DEPOSITS (MM): $14,284
CORE DEPOSITS/TOTAL DEPOSITS: 55%
[DIME LOGO]
INSURANCE/SECURITIES BROKERAGE
(in Millions)
[BAR GRAPH]
1997 $23.7 1999 $36.7 Q2 '99 $10.1 Q2 '00 $11.3 |
[DIME LOGO]
[BAR CHART]
12/31/97 $ 774 12/31/98 $ 973 12/31/99 $2,495 6/30/00 $2,817 |
[PIE CHART]
JUNE 30, 2000
HOME EQUITY 64% OTHER 4% AUTOMOBILE 32% |
[DIME LOGO]
[BAR CHART]
12/31/97 $2,263 12/31/98 $2,568 12/31/99 $3,483 6/30/00 $3,881 |
[PIE CHART]
JUNE 30, 2000
MULTI-FAMILY 43% OFFICE BUILDINGS 24% RETAIL CENTERS 19% OTHER 14% |
[DIME LOGO]
[BAR CHART]
LOANS
12/31/97 $99 12/31/98 $287 12/31/99 $1,029 6/30/00 $1,114 |
[BAR CHART]
DEPOSITS
12/31/97 $120 12/31/98 $159 12/31/99 $407 6/30/00 $429 |
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[BAR CHART]
ORIGINATIONS
1997 $8.6 1998 $30.5 1999 $22.4 2000 $16.3* |
[BAR CHART]
SERVICING
Weighted Average Coupon
12/31/97 $24.9 7.78%
12/31/98 $34.8 7.35%
12/31/99 $38.3 7.27%
6/30/00 $41.0 7.30%
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*1st half annualized
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IMPROVE LOAN MIX
[BAR CHART]
Business,
Consumer
and Total
Residential Commercial Dollar
Mortgage Real Estate Amount
-------- ----------- ------
12/31/97 76% 24% $13.0
6/30/00 51% 49% $16.0
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INCREASE CORE DEPOSITS
[BAR CHART]
Total
Dollar
Time Core Amount
---- ---- ------
12/31/97 57% 43% $13.8
6/30/00 45% 55% $14.3
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REDUCE SECURITIES PORTFOLIO
[BAR CHART]
12/31/97 23% $5.0 6/30/00 16% $3.9 |
[DIME LOGO]
NON-PERFORMING
ASSETS
[BAR GRAPH]
1995 $316 1996 $245 1997 $147 1998 $ 83 1999 $ 86 Q2 '00 $ 84 |
NON-PERFORMING
ASSETS
[PIE CHART]
June 30, 2000
RESIDENTIAL REAL ESTATE 43% COMMERCIAL REAL ESTATE 5% CONSUMER 11% BUSINESS 19% ORE 22% |
NET CHARGE-OFFS TO AVERAGE LOANS RECEIVABLE
[BAR GRAPH]
1995 0.86% 1996 0.61% 1997 0.55% 1998 0.24% 1999 0.10% 6/30/00 0.14% |
ALLOWANCE TO NON-ACCRUAL LOANS
[BAR GRAPH]
1995 50% 1996 56% 1997 88% 1998 191% 1999 202% Q2 '00 218% |
(At period end except net charge-offs)
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UPDATE -- RECENT DEVELOPMENTS
- $238 Million Investment by Warburg Pincus
- Tony Terracciano Named Chairman
- Dutch Auction Tender Offer for 12.5% of Dime's Shares
- Proposed Spin-Out of Litigation Tracking Warrants
- Review Balance Sheet and Expense Base
- Accelerate Business Plan
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