Exhibit 6
POWER OF ATTORNEY
KNOW EVERYONE BY THESE PRESENTS, which are intended to constitute a Power of Attorney, that I, Lionel I. Pincus, in my capacity as the Managing Partner of Warburg, Pincus & Co. and the Managing Member of E.M. Warburg, Pincus & Co., LLC, do hereby appoint Scott A. Arenare, Vice President and General Counsel of E.M. Warburg, Pincus & Co., LLC, as Attorney-in-Fact to act individually and separately in my name, place and stead in any way that I myself could do, if I were personally present, on behalf of and with respect to the following matters of business of Warburg, Pincus & Co. and E.M. Warburg, Pincus & Co., LLC:
Execution of all documents, certificates, reports, statements, forms
and schedules to be filed with or delivered to any domestic or foreign
governmental or regulatory body or required or requested by any other person
or entity pursuant to any legal or regulatory requirement relating to the
acquisition, ownership, management or disposition of securities by Warburg,
Pincus & Co., E.M. Warburg, Pincus & Co., LLC or the private equity funds for
which Warburg, Pincus & Co. is the general partner and E.M. Warburg, Pincus &
Co., LLC is the manager, including without limitation, Warburg Pincus
International Partners, L.P., Warburg Pincus Netherlands International
Partners I, C.V., Warburg Pincus Netherlands International Partners II, C.V.,
Warburg, Pincus Equity Partners, L.P., Warburg, Pincus Netherlands Equity
Partners I, C.V., Warburg, Pincus Netherlands Equity Partners II, C.V.,
Warburg, Pincus Netherlands Equity Partners III, C.V., Warburg, Pincus
Ventures International, L.P., Warburg, Pincus Ventures, L.P. and Warburg,
Pincus Investors, L.P. This Power of Attorney shall apply to all materials
required to be filed with the Securities and Exchange Commission pursuant to
the Securities Act of 1933 or the Securities Exchange Act of 1934, or the
rules and regulations promulgated thereunder, including without limitation,
(i) filings relating to the beneficial ownership of securities under Section
13(d) of the Securities Exchange Act of 1934 and any joint filing agreements
relating thereto, (ii) filings relating to initial statements of beneficial
ownership and changes of beneficial ownership under Section 16 of the
Securities Exchange Act of 1934, including Forms 3, 4 and 5, and (iii)
amendments to any of the foregoing.
This Power of Attorney shall be valid from the date hereof until revoked.
IN WITNESS WHEREOF, I have hereunto signed my name on this 1st day of January, 2001.
/s/ Lionel I. Pincus -------------------- Lionel I. Pincus As Managing Partner of Warburg, Pincus & Co. As Managing Member of E.M. Warburg, Pincus & Co., LLC |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT NO. 2)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: |_|.
Page 1 of 8 Pages
SCHEDULE 13D
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| CUSIP No. 00025429 Q1 | | Page 2 of 8 Pages |
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| 1 | NAME OF REPORTING PERSON |
| | I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS |
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| | WARBURG, PINCUS EQUITY PARTNERS, L.P. |
| | I.R.S. IDENTIFICATION NO. 13-3986317 |
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SCHEDULE 13D
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| CUSIP No. 00025429 Q1 | | Page 3 of 8 Pages |
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| 1 | NAME OF REPORTING PERSON |
| | I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS |
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| | WARBURG, PINCUS & Co. |
| | I.R.S. IDENTIFICATION NO. 13-6358475 |
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SCHEDULE 13D
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| CUSIP No. 00025429 Q1 | | Page 4 of 8 Pages |
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| 1 NAME OF REPORTING PERSON |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS |
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This Amendment No. 2 amends the Schedule 13D originally filed on July 13, 2000, and amended October 6, 2000 by Amendment No. 1 to Schedule 13D filed on October 6, 2000, (the "Schedule 13D") on behalf of Warburg, Pincus Equity Partners, L.P., a Delaware limited partnership ("WPEP"), Warburg, Pincus & Co., a New York general partnership ("WP"), and Warburg Pincus LLC, a New York limited liability company (formerly known as E. M. Warburg, Pincus & Co., LLC) ("EMW" and, together with WPEP and WP, the "Reporting Entities") and relates to the common shares, par value $0.01, of Dime Bancorp, Inc., a Delaware corporation (the "Company"). Capitalized terms used without definition in this Amendment No. 2 shall have the respective meanings ascribed to them in the Schedule 13D.
Item 4 of the Schedule 13D is hereby amended by inserting prior to
the last paragraph as follows:
On June 25, 2001, the Company and Washington Mutual, Inc. ("Washington Mutual") announced that they had entered into an Agreement and Plan of Merger, dated as of June 25, 2001 (the "Merger Agreement"). Pursuant to the Merger Agreement, the Company will merge into Washington Mutual, with Washington Mutual as the surviving corporation. On the same date, the Investors entered into a Warrant Purchase and Voting Agreement, dated as of June 25, 2001, with Washington Mutual (the "Warrant Purchase Agreement"), and a Side Letter Agreement, dated as of June 25, 2001, with the Company (the "Side Letter"). Under the Warrant Purchase Agreement, Washington Mutual will purchase the Series C Warrants and the Series D Warrants from the Investors under the terms set forth therein. Under the terms of the Side Letter, the Investors agreed not to take certain actions with respect to the Series C Warrants and Series D Warrants under the conditions set forth therein. The terms of the Merger Agreement, the Warrant Purchase Agreement and the Side Letter are hereby incorporated by reference herein.
Item 7 of the Schedule 13D is hereby amended by inserting the
following language to the end of the list of exhibits:
3. Agreement and Plan of Merger, dated as of June 25, 2001, between Washington Mutual, Inc. and Dime Bancorp, Inc. (incorporated by reference to Exhibit 2.1 of Dime Bancorp, Inc.'s Current Report on Form 8-K filed June 26, 2001, SEC file no. 001-13094)
4. Warrant Purchase and Voting Agreement, dated as of June 25, 2001, between Washington, Mutual, Inc., Warburg, Pincus Equity Partners, L.P., Warburg, Pincus Netherlands Equity Partners I, C.V., Warburg, Pincus Netherlands Equity Partners II, C.V. and Warburg, Pincus Netherlands Equity Partners III, C.V. (incorporated by reference to Exhibit 99.1 of Dime Bancorp, Inc.'s Current Report on Form 8-K filed June 26, 2001, SEC file no. 001-13094)
5. Side Letter Agreement, dated as of June 25, 2001, among Dime Bancorp, Inc., Warburg, Pincus Equity Partners, L.P., Warburg, Pincus Netherlands Equity Partners I, C.V., Warburg, Pincus Netherlands Equity Partners II, C.V. and Warburg, Pincus Netherlands Equity Partners III, C.V. (incorporated by reference to Exhibit 99.2 of Dime Bancorp, Inc.'s Current Report on Form 8-K filed June 26, 2001, SEC file no. 001-13094)
6. Power of Attorney, dated January 1, 2001, designating Scott A. Arenare as Attorney-in-Fact of WP.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: June 29, 2001
WARBURG, PINCUS EQUITY PARTNERS, L.P.
By: Warburg, Pincus & Co.,
General Partner
By: /s/ Scott A. Arenare
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Name: Scott A. Arenare
Title: Attorney-in-Fact
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WARBURG, PINCUS & CO.
By: /s/ Scott A. Arenare
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Name: Scott A. Arenare
Title: Attorney-in-Fact
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WARBURG PINCUS LLC
By: /s/ Scott A. Arenare
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Name: Scott A. Arenare
Title: Vice President and General Counsel
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WARBURG, PINCUS NETHERLANDS EQUITY
PARTNERS I, C.V.
By: Warburg, Pincus & Co.,
General Partner
By: /s/ Scott A. Arenare
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Name: Scott A. Arenare
Title: Attorney-in-Fact
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WARBURG, PINCUS NETHERLANDS EQUITY
PARTNERS II, C.V.
By: Warburg, Pincus & Co.,
General Partner
By: /s/ Scott A. Arenare
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Name: Scott A. Arenare
Title: Attorney-in-Fact
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WARBURG, PINCUS NETHERLANDS EQUITY
PARTNERS III, C.V.
By: Warburg, Pincus & Co.,
General Partner
By: /s/ Scott A. Arenare
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Name: Scott A. Arenare
Title: Attorney-in-Fact
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