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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT
North American Mortgage Company
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(Exact name of registrant as specified in its charter)
Delaware 68-0267088
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
3883 Airway Drive, Santa Rosa, CA 95403
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Preferred Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
On June 22, 1997, North American Mortgage Company (the "Company"), Dime Bancorp,
Inc. ("Dime") and The Dime Savings Bank of New York, FSB (the "Bank") entered
into an Agreement and Plan of Combination, dated as of June 22, 1997 (the
"Combination Agreement"), providing, among other things, that the Bank will
acquire the assets and assume the liabilities of the Company pursuant to a
merger of the Company with and into a wholly-owned subsidiary of the Bank
(collectively, the "Combination").
On such date, in connection with the Combination Agreement, the Company executed
the Amendment (the "Rights Amendment") to the Shareholder Rights Agreement,
dated as of October 19, 1992 (the "Rights Agreement"), between the Company and
The Bank of New York, as the Rights Agent (the "Rights Agent"). The Rights
Amendment provides that neither Dime, nor any affiliate or associate of Dime,
shall be deemed to be an "Acquiring Person" and that no "Stock Acquisition Date"
or a "Distribution Date" (as such terms are defined in the Rights Agreement)
shall be deemed to have occurred and that the exercisability of the Company's
Rights Agreement shall not be deemed to have been triggered, in each case as a
result of the execution or delivery of the Combination Agreement or any
amendment thereto or the consummation of the Combination, or the consummation of
the other transactions contemplated by the Combination Agreement. In addition,
the Rights Amendment provides that the Rights (as defined herein) are
exercisable until the earliest of (i) the close of business on December 31,
2002, (ii) the time at which the Rights are redeemed as provided in Section 23
of the Rights Agreement, (iii) the time at which the Rights are exchanged as
provided in Section 24 of the Rights Agreement and (iv) the Effective Time (as
defined in the Combination Agreement). A summary of the Rights as amended
follows.
Summary of Rights
On October 19, 1992, the Board of Directors of the Company declared a dividend
distribution of one Preferred Stock Purchase Right (a "Right") for each
outstanding share of Common Stock of the Company (the "Common Stock") to
stockholders of record as of the close of business on October 30, 1992 (the
"Record Date"). Each Right entitles the registered holder to purchase from the
Company a unit consisting of one one-hundredth of a share (a "Unit") of Series A
Cumulative Preferred Stock, par value $0.01 per share (the "Preferred Stock") at
a cash Exercise price of $70.00 per Unit (the "Exercise Price"), subject to
adjustment. The description and terms of the Rights are set forth in the Rights
Agreement.
Initially, the Rights will not be exercisable and will be attached to all
outstanding shares of Common Stock. The Rights will
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generally separate from the Common Stock and be distributed to registered
holders of the Common Stock upon the earliest of (i) ten business days after the
first public announcement that a person or group of affiliated or associated
persons (an "Acquiring Person") has acquired beneficial ownership of 15% or more
of the Common Stock then outstanding (the date of said announcement being
referred to as the "Stock Acquisition Date"), (ii) ten business days following
the commencement of a tender offer or exchange offer that would result in a
person or group of persons becoming an Acquiring Person or (iii) the declaration
by the Board of Directors that any person is an "Adverse Person" (the earliest
of such dates being herein referred to as the "Distribution Date"). Neither Dime
nor any affiliate or associate of Dime will be deemed to be an Acquiring Person
and no Stock Acquisition Date or a Distribution Date will be deemed to have
occurred and the exercisability of the Rights will not be deemed to have been
triggered, in each case as a result of the execution or delivery of the
Combination Agreement or any amendment thereto or the consummation of the other
transactions contemplated by the Combination Agreement.
The Board of Directors may declare a person to be an Adverse Person after a
determination that such person, alone or together with its affiliates and
associates, has become the beneficial owner of 10% or more of the outstanding
shares of Common Stock and a determination by the Board of Directors, after
reasonable inquiry and investigation, including such consultation, if any, with
such persons as the directors shall deem appropriate, that (a) such beneficial
ownership by such person is intended to cause, is reasonably likely to cause or
will cause the Company to repurchase the Common Stock beneficially owned by such
person or to cause pressure on the Company to take action or enter into a
transaction or series of transactions which would provide such person with
short-term financial gain under circumstances where the Board of Directors
determines the best long-term interest of the Company and its stockholders, but
for the actions and possible actions of such person, would not be served by
taking such actions or entering into such transaction or series of transactions
at that time or (b) such beneficial ownership is causing, or is reasonably
likely to cause, a material adverse impact (including, but not limited to,
impairment of relationships with customers or impairment of the Company's
ability to maintain its competitive position) on the business or prospects of
the Company. However, the Board of Directors may not declare a person to be an
Adverse Person if, prior to the time that the person acquired 10% or more of the
shares of Common Stock then outstanding, such person provided to the Board of
Directors in writing a statement of the person's purpose and intentions in
connection with the proposed acquisition of Common Stock, together with any
other information reasonably requested of the person by the Board of Directors,
and the Board of Directors, based on such statement and reasonable inquiry and
investigation, including such consultation, if any, with such
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person as the Board of Directors shall deem appropriate, determines to notify
and notifies such person in writing that it will not declare the person to be an
Adverse Person; provided, however, that the Board of Directors may expressly
condition in any manner a determination not to declare a person an Adverse
Person on such conditions as the Board of Directors may select, including,
without limitation, such person's not acquiring more than a specified amount of
stock and/or on such person's not taking actions inconsistent with the purposes
and intentions disclosed by such person in the statement provided to the Board
of Directors. No delay or failure by the Board of Directors to declare a person
to be an Adverse Person shall in any way waive or otherwise affect the power of
the Board of Directors subsequently to declare a person an Adverse Person. In
the event that the Board of Directors should at any time determine, upon
reasonable inquiry and investigation, including consultation with such person as
the Board of Directors shall deem appropriate, that such person has not met or
complied with any condition specified by the Board of Directors, the Board of
Directors may at any time thereafter declare the person to be an Adverse Person.
Until the Distribution Date (or earlier redemption, exchange or expiration of
the Rights), (a) the Rights will be evidenced by the Common Stock certificates
and will be transferred with and only with such Common Stock certificates, (b)
new Common Stock certificates issued after October 30, 1992 will contain a
notation incorporating the Shareholder Rights Agreement by reference, and (c)
the surrender for transfer of any certificates for Common Stock will also
constitute the transfer of the Rights associated with the Common Stock
represented by such certificate.
The Rights are not exercisable until the Distribution Date and will expire at
the close of business on December 31, 2002, unless previously redeemed or
exchanged by the Company or the effective time of the business combination
provided for in the Combination Agreement has occurred as described below.
As soon as practicable after the Distribution Date, Right Certificates will be
mailed to holders of record of Common Stock as of the close of business on the
Distribution Date and, thereafter, the separate Right Certificates alone will
represent the Rights. Except as otherwise determined by the Board of Directors,
only shares of Common Stock issued prior to the Distribution Date will be issued
with Rights.
In the event that a person becomes an Acquiring Person or the Board of Directors
determines that a person is an Adverse Person, proper provision will be made so
that each holder of a Right will thereafter have the right (a "Subscription
Right") to receive upon exercise that number of Units of Preferred Stock of the
Company having a market value of two times the exercise price of the Right.
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In the event that, at any time following the Stock Acquisition Date, (i) the
Company consolidates with, or merges with and into, any other person, and the
Company is not the continuing or surviving corporation, (ii) any person
consolidates with the Company, or merges with and into the Company and the
Company is the continuing or surviving corporation of such merger and, in
connection with such merger, all or part of the shares of Common Stock are
changed into or exchanged for stock or other securities of any other person or
cash or any other property, or (iii) 50% or more of the Company's assets or
earning power is sold, mortgaged or otherwise transferred, each holder of a
Right shall thereafter have the right (a "Merger Right") to receive, upon
exercise, common stock of the acquiring company having a market value equal to
two times the exercise price of the Right. Rights that are or were beneficially
owned by an Acquiring Person or an Adverse Person may (under certain
circumstances specified in the Rights Agreement) become null and void. This
paragraph is not applicable with respect to the Combination Agreement or any
amendment thereto or the consummation of the other transaction contemplated by
the Combination Agreement.
At any time after a person becomes an Acquiring Person or the Board of Directors
determines that a person is an Adverse Person, the Board of Directors may, at
its option, exchange all or any part of the then outstanding and exercisable
Rights for shares of Common Stock or Units of Preferred Stock at an exchange
ratio of one share of Common Stock or one Unit of Preferred Stock per Right.
Notwithstanding the foregoing, the Board of Directors generally will not be
empowered to effect such exchange at any time after any person becomes the
beneficial owner of 50% or more of the Common Stock of the Company.
The Exercise Price payable, and the number of Units of Preferred Stock or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or subdivision, combination or reclassification of, the Preferred
Stock, (ii) if holders of the Preferred Stock are granted certain rights or
warrants to subscribe for Preferred Stock or convertible securities at less than
the current market price of the Preferred Stock, or (iii) upon the distribution
to holders of the Preferred Stock of evidences of indebtedness or assets
(excluding regular quarterly cash dividends) or of subscription rights or
warrants (other than those referred to above).
With certain exceptions, no adjustment in the Exercise Price will be required
until cumulative adjustments amount to at least 1% of the Exercise Price. The
Company is not obligated to issue fractional Units. If the Company elects not to
issue fractional Units, in lieu thereof an adjustment in cash will be made based
on
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the fair market value of the Preferred Stock on the last trading date prior to
the date of exercise.
The Rights may be redeemed in whole, but not in part, at a price of $0.01 per
Right (payable in cash, Common Stock or other consideration deemed appropriate
by the Board of Directors) by the Board of Directors at any time prior to the
date on which a person is declared to be an Adverse Person, the tenth business
day after the Stock Acquisition Date, the occurrence of an event giving rise to
the Merger Right or the expiration date of the Rights Agreement. Immediately
upon the action of the Board of Directors ordering redemption of the Rights, the
Rights will terminate and thereafter the only right of the holders of Rights
will be to receive the redemption price.
The Rights Agreement may be amended by the Board of Directors in its sole
discretion until Rights are distributed to the Company's stockholders. After the
date on which Rights are distributed to the Company's stockholders, the Board of
Directors may, subject to certain limitations set forth in the Rights Agreement,
amend the Rights Agreement only to cure any ambiguity, defect or inconsistency,
to shorten or lengthen any time period, or to make other changes that do not
adversely affect the interests of holders of Rights (excluding the interests of
an Acquiring Person, an Adverse Person or their associates or affiliates).
Until a Right is exercised, the holder will have no rights as a stockholder of
the Company (beyond those as an existing stockholder), including the right to
vote or to receive dividends. While the distribution of the Rights will not be
taxable to stockholders or to the Company, stockholders may, depending upon the
circumstances, recognize taxable income in the event that the Rights become
exercisable for Preferred Stock (or other consideration) of the Company or for
common stock of an acquiring company as set forth above.
A copy of the Rights Agreement specifying the terms of the Rights, which
includes as Exhibit A a form of Rights Certificate, has been filed as an Exhibit
to the Company's Registration Statement on Form 8-A filed on November 6, 1992.
The foregoing description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Amendment and the Rights
Agreement, which are incorporated in the foregoing description by reference. All
capitalized terms not defined herein shall have the meanings ascribed to them in
the Rights Agreement, as amended.
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Item 2. Exhibits
1. Shareholder Rights Agreement, dated as of October 19, 1992, between
North American Mortgage Company and The Bank of New York, as Rights
Agent. This includes a form of Right Certificate as Exhibit A. (Filed
as Exhibit 2 to the Company's Registration Statement on Form 8-A filed
on November 6, 1992).
2. Amendment to Rights Agreement, dated as of June 22, 1997,
between North American Mortgage Company and The Bank of
New York.*
* Filed herewith
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
Date: July 17, 1997 NORTH AMERICAN MORTGAGE COMPANY
By: /s/ Martin S. Hughes
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Name: Martin S. Hughes
Title: Executive Vice President
Page 8 of 9 Pages
Exhibit Index on Page 9
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EXHIBIT INDEX
Exhibit No. Description Page No.
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1 Shareholder Rights Agreement, dated as of
October 19, 1992, between North American
Mortgage Company and The Bank of New York
which includes as Exhibit A thereto a copy
a form of Right Certificate. (Filed as
Exhibit 2 to the Company's Registration
Statement on Form 8-A filed on November 6, 1992).
2 Amendment to Rights Agreement, dated as
of June 22, 1997, between North American
Mortgage Company and The Bank of New York.
Page 9 of 9 Pages
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Exhibit 2
AMENDMENT TO SHAREHOLDER RIGHTS AGREEMENT
AMENDMENT, dated as of June 22, 1997 (the "Amendment"), to the
Shareholder Rights Agreement, dated as of October 19, 1992 (as amended, the
"Rights Agreement"), between North American Mortgage Company, a Delaware
corporation (the "Company"), and The Bank of New York, a New York banking
corporation, as Rights Agent (the "Rights Agent").
WITNESSETH
WHEREAS, on October 19, 1992, the Board of Directors of the
Company authorized and declared a dividend distribution of one Right for each
share of Common Stock outstanding at the close of business on the Record Date,
each Right representing the right to purchase one one-hundredth of a share of
Preferred Stock upon the terms and conditions set forth in the Rights Agreement;
and
WHEREAS, the Rights remain issued and outstanding and the
Rights Agreement remains in effect with respect thereto; and
WHEREAS, no Distribution Date has occurred; and
WHEREAS, the Company and Dime Bancorp, Inc., a Delaware
corporation ("Dime"), and The Dime Savings Bank of New York, FSB, a federal
savings bank (the "Bank"), have entered into an Agreement and Plan of
Combination (the "Combination Agreement"), pursuant to which the Bank would
acquire the assets and assume the liabilities of the Company (or assign the
right to acquire such assets and assume such liabilities to a corporation wholly
owned and controlled by the Bank); and
WHEREAS, in connection with the anticipated approval,
execution, and delivery of the Combination Agreement, the Board of Directors of
the Company has approved this Amendment and has directed the appropriate
officers of the Company to take all appropriate steps to execute and deliver
this Amendment.
NOW, THEREFORE, in consideration of the premises and mutual
agreements herein set forth, the parties hereby agree as follows:
(1) Amendment to Section 1(a)
The first paragraph of Section 1(a) of the Rights Agreement is
hereby amended to read in its entirety as follows:
"(a) 'Acquiring Person' shall mean any person who or
which, together with all Affiliates (as hereinafter
<PAGE>
defined) and Associates (as hereinafter defined) of such
Person, shall be the Beneficial Owner (as hereinafter defined)
of 15% or more of the shares of Common Stock, but shall not
include (i) the Company, (ii) any Subsidiary (as such term is
hereinafter defined) of the Company, (iii) any employee
benefit plan or compensation arrangement of the Company or any
Subsidiary of the Company, (iv) any Person holding shares of
Common Stock organized, appointed or established by the
Company or any Subsidiary of the Company for or pursuant to
the terms of any such employee benefit plan or compensation
arrangement; or (v) until the termination of the Combination
Agreement in accordance with its terms, Dime, or any Affiliate
or Associate of Dime, as a result of their acquisition of
Beneficial Ownership of shares of Common Stock by reason of
the approval, execution, or delivery of the Combination
Agreement, or by reason of the consummation of any transaction
contemplated by the Combination Agreement, so long as Dime, or
any Affiliate or Associate of Dime, is not the Beneficial
Owner of any shares of Common Stock other than (w) shares of
Common Stock of which Dime, or any Affiliate or Associate of
Dime, is or becomes the Beneficial Owner by reason of the
approval, execution, or delivery of the Combination Agreement,
or by reason of the consummation of any transaction
contemplated by the Combination Agreement, (x) shares of
Common Stock Beneficially Owned by Dime, or any Affiliate or
Associate of Dime, on the date hereof, (y) shares of Common
Stock of which Dime, or any Affiliate or Associate of Dime,
inadvertently becomes the Beneficial Owner after the date
hereof, provided that the number of such shares of Common
Stock does not exceed 1/2 of 1% of the shares of Common Stock
outstanding on the date hereof and that Dime, or any Affiliate
or Associate of Dime, as the case may be, divests such shares
of Common Stock as soon as practicable after it becomes aware
of such acquisition of Beneficial Ownership, and (z) shares of
Common Stock Beneficially Owned or otherwise held by Dime, or
any Affiliate or Associate of Dime, in fiduciary capacity or
in satisfaction of debts previously contracted in good faith
(the Persons described in clauses (i) through (v) above are
referred to herein as "Exempt Persons")."
(2) Amendment to Section 1(b)
Section 1(b) of the Rights Agreement is hereby amended to read
in its entirety as follows:
"(b) 'Adverse Person' shall mean any Person declared
to be an Adverse Person by the Board of Directors upon a
<PAGE>
determination of the Board of Directors that the criteria set
forth in Section 11(a)(ii)(B) apply to such Person, provided,
however, that the Board of Directors shall not declare Dime,
or any Affiliate or Associate of Dime, to be an Adverse Person
(i) as a result of the Combination Agreement, their
acquisition of Beneficial Ownership of shares of Common Stock
by reason of the Combination Agreement, or by reason of the
consummation of any transaction contemplated by the
Combination Agreement or (ii) unless the Combination Agreement
has been terminated in accordance with its terms."
(3) Addition of Section 1(z).
A new Section 1(z) of the Rights Agreement is inserted, to
read in its entirety as follows:
"(z) 'Dime' shall mean Dime Bancorp, Inc., a
Delaware corporation, and its successors."
(4) Addition of Section 1(aa).
A new Section 1(aa) of the Rights Agreement is inserted, to
read in its entirety as follows:
"(aa) 'Combination Agreement' shall mean the
Agreement and Plan Combination, dated as of June 22, 1997, by
and among the Company, Dime, and The Dime Savings Bank of New
York, FSB, a federal savings bank, as the same may be amended
from time to time."
(5) Amendment of Section 7(a). The first sentence of
Section 7(a) of the Rights Agreement is hereby amended to read in
its entirety as follows:
"(a) Subject to Section 7(e) hereof, the registered
holder of any Rights Certificate may exercise the Rights
evidenced thereby (except as otherwise provided herein) in
whole or in part at any time after the Distribution Date upon
surrender of the Right Certificate, with the form of election
to purchase and the certificate on the reverse side thereof
duly executed, along with a signature guarantee and such other
and further documentation as the Rights Agent may reasonably
request, to the Rights Agent at the office or offices of the
Rights Agent designated for such purpose, together with
payment of the aggregate Exercise Price for the total number
of one one-hundredth of a share of Preferred Stock (or other
securities, cash or other assets, as the case may be) as to
which such surrendered Rights are then exercised, at or prior
to the earlier of (i) the close of business on December 31,
2002 (the 'Final Expiration date'), (ii) the time at which the
Rights are redeemed as provided in Section 23 hereof, (iii)
the time at which such Rights are exchanged as provided in
Section 24
<PAGE>
hereof or (iv) the effective time of the business combination
provided for in the Combination Agreement (the earlier of (i),
(ii), (iii) or (iv) being herein referred to as the
'Expiration Date')."
(6) Effectiveness. This Amendment shall be deemed to be in
force and effective immediately prior to the execution and delivery of the
Combination Agreement. Except as amended hereby, the Rights Agreement shall
remain in full force and effect and shall be otherwise unaffected hereby.
(7) Defined Terms. Unless otherwise defined herein, all
capitalized terms used but not otherwise defined herein shall have
the meanings assigned them in the Rights Agreement.
(8) Governing Law. This Amendment shall be deemed to be a
contract made under the laws of the State of New York and for all purposes shall
be governed by and construed in accordance with the laws of such State
applicable to contracts made and to be performed entirely within such State.
(9) Counterparts. This Amendment may be executed in any number
of counterparts, each of which shall for all purposes be deemed an original and
all of which shall together constitute but one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the day and year first above written.
NORTH AMERICAN MORTGAGE COMPANY
By:/s/ Martin S. Hughes
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Name: Martin S. Hughes
Title: Executive Vice President
THE BANK OF NEW YORK, as Rights Agent
By:/s/ James Dimino
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Name: James Dimino
Title: Assistant Vice President
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